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As filed with the Securities and Exchange Commission on  January 18, 2012
Registration No. 333-176770


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM S-1/A
(Amendment No. 4)
 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
WESTMOUNTAIN INDEX ADVISOR, INC.
(Exact name of registrant as specified in charter)
 
Colorado
 
000- 53028
 
26-1315498
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
6799
(Primary Standard Industrial Classification Number)
 
 2186 S. Holly St., Suite 104, Denver, CO 80222
 (Address of principal executive offices including zip code)
 
(303) 800-0678
 (Registrant's telephone number, including area code)
 
(Former Name or Former Address, if Changed Since Last Report)
 
Gregory Schifrin, Chief Executive Officer
WestMountain Index Advisor, Inc.
120 Lake Street, Suite 401
Sandpoint, ID 83864
(208)-265-5858, (208)-265-0328 (fax)
 (Name, address, including zip code, and telephone number, including area code, of agent for service)
 
Copies to:
James F. Biagi, Jr.
Monahan & Biagi, PLLC
701 5th Avenue, Suite 2800
Seattle, WA  98104-7023
(206) 587-5700, (206) 587-5710 (fax)
 
As soon as practicable and from time to time after this registration statement becomes effective.
(Approximate date of commencement of proposed sale to the public)
 
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. þ
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
 
If this Form is post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. o
 
If this Form is post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting Company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting Company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting Company
þ
(Do not check if a smaller reporting Company)      
 


 
 

 
 
CALCULATION OF REGISTRATION FEE
 
Title of Each Class of
Securities to be Registered
 
Amount to be
Registered
   
Proposed Maximum
Offering Price
Per Unit
   
Proposed Maximum
Aggregate Offering
Price
   
Amount of
Registration
Fee
 
                                 
Common Stock, $0.001 par value
   
6,686,095
(1)
 
$
1.25
(3)
 
$
8,357,619 
   
$
970.32
 
 
   
(1)
The common stock being registered for resale consists of (i) 873,000 shares of common stock  issued and 52,000 shares of common stock to be issued upon the exercise of a Warrant granted to WestMountain Asset Management, Inc. dated February 18, 2011; (ii) 400,000 shares of common stock issued to BOCO Investments LLC related to a February 28, 2011 re-issuance of WMTN common stock, 2011; (iii) 300,000 shares of common stock issued to Capital Peak Partners LLC under the exercise of a Warrant dated February 18, 2011; (iv) 1,000,000 shares of common stock issued to BOCO Investments LLC related to the conversion of Terra Mining Corp Demand Promissory Notes on February 18, 2011; (v) 100,000 shares of common stock issued to BOCO Investments LLC related to the a Subscription Agreement dated February 18, 2011;  (vi)  300,000 shares of common stock to be issued upon the exercise of a Warrant granted to Sterling Group dated April 1, 2011; (vii) 300,000 shares of common stock to be issued upon the exercise of a Warrant granted to Logic International Consulting Group LLC dated April 7, 2011; and (viii) 3,361,095 shares of common stock to be issued upon the exercise of Warrants dated April 18, 2011.
   
(2)
Pursuant to Rule 416 of the Securities Act, this registration statement shall be deemed to cover additional securities (i) to be offered or issued in connection with any provision of any securities purported to be registered hereby to be offered pursuant to terms that provide for a change in the amount of securities being offered or issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions and (ii) of the same class as the securities covered by this registration statement issued or issuable prior to completion of the distribution of the securities covered by this registration statement as a result of a split of, or a stock dividend paid with respect to, the registered securities.
   
(3)
The registration fee is calculated pursuant to Rule 457(c) of the Securities Act based on the last reported sale price of the registrant’s common stock, $0.001 par value, on  January 17, 2012, as reported on the OTCBB.
 
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT HAS FILED A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
 
 
 
 

 
 
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING OFFERS TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
PRELIMINARY, SUBJECT TO COMPLETION, DATED  JANUARY 18, 2012.
 
PROSPECTUS
 
WestMountain Index Advisor, Inc.
 
6,686,095 Shares of Common Stock
 
This prospectus covers the resale of up to (i) 873,000 shares of common stock  issued and 52,000 shares of common stock to be issued upon the exercise of a Warrant granted to WestMountain Asset Management, Inc. dated February 18, 2011; (ii) 400,000 shares of common stock issued to BOCO Investments LLC related to a February 28, 2011 re-issuance of WMTN common stock, 2011; (iii) 300,000 shares of common stock issued to Capital Peak Partners LLC under the exercise of a Warrant dated February 18, 2011; (iv) 1,000,000 shares of common stock issued to BOCO Investments LLC related to the conversion of Terra Mining Corp Demand Promissory Notes on February 18, 2011; (v) 100,000 shares of common stock issued to BOCO Investments LLC related to the a Subscription Agreement dated February 18, 2011;  (vi)  300,000 shares of common stock to be issued upon the exercise of a Warrant granted to Sterling Group dated April 1, 2011; (viii) 300,000 shares of common stock to be issued upon the exercise of a Warrant granted to Logic International Consulting Group LLC dated April 7, 2011; and (vii) 3,361,095 shares of common stock to be issued upon the exercise of Warrants dated April 18, 2011. These securities will be offered for sale from time to time by the selling security holders identified in this prospectus in accordance with the terms described in the section entitled "Plan of Distribution." We will not receive any of the proceeds from the sale of the common stock by the selling security holders.
 
Our common stock trades on the OTCBB under the symbol (“WMTN”). On  January 17, 2012, the last reported sale price for our common stock as reported on OTCBB was $1.60 per share.

INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CONSIDER CAREFULLY THE “RISK FACTORS” DESCRIBED IN THIS PROSPECTUS BEGINNING ON PAGE 4.
 
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
The date of this Prospectus is ________, 2011.

No offers to sell are made, nor are offers sought, to buy these securities in any jurisdiction where the offer or sale is not permitted. The reader should assume that the information contained in this prospectus is accurate as of the date in the front of this prospectus only. Our business, financial condition, results of operations, and prospectus may have changed since that date.
 
 
 

 
 
TABLE OF CONTENTS
 
    PAGE  
       
Prospectus Summary
    1  
         
Risk Factors
    4  
         
Forward-Looking Statements
    10  
         
Use of Proceeds
    10  
         
Selling Security Holders
    10  
         
Plan of Distribution
    11  
         
Legal Matters
    13  
         
Experts
    13  
         
Business
    13  
         
Description of Property
    21  
         
Selected Financial Data
    21  
         
Management’s Discussion and Analysis of Financial Condition and Results of Operations
    22  
         
Legal Proceedings
    23  
         
Management
    24  
         
Executive Compensation
    29  
         
Security Ownership of Certain Beneficial Owners and Management
    30  
         
Certain Relationships and Related Party Transactions Description of Securities
    32  
         
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
    34  
         
Disclosure of Commission Position of Indemnification for Securities Act Liabilities
    35  
         
Additional Information
    35  
         
Financial Statements
    F-1  
 
You may rely only on the information provided or incorporated by reference in this prospectus. Neither we nor the selling security holders have authorized anyone to provide information different from that contained in this prospectus. Neither the delivery of this prospectus nor the sale of the securities means that the information contained in this prospectus is correct after the date hereof. This prospectus is not an offer to sell or solicitation to buy the securities in any circumstances under which the offer or solicitation is unlawful.
 
 
 

 
 
PROSPECTUS SUMMARY
 
The following summary highlights information contained elsewhere in this prospectus. It may not contain all of the information that is important to you. You should read the entire prospectus carefully, especially the discussion regarding the risks of investing in WestMountain Index Advisor, Inc. common stock under the heading “Risk Factors,” before investing in WestMountain Index Advisor, Inc. common stock. In this prospectus, “WestMountain,” “WMTN,” “Company,” “we,” “us,” and “our” refer to WestMountain Index Advisor, Inc.
 
The Offering
 
This prospectus covers the resale of up to (i) 873,000 shares of common stock  issued and 52,000 shares of common stock to be issued upon the exercise of a Warrant granted to WestMountain Asset Management, Inc. dated February 18, 2011; (ii) 400,000 shares of common stock issued to BOCO Investments LLC related to a February 28, 2011 re-issuance of WMTN common stock, 2011; (iii) 300,000 shares of common stock issued to Capital Peak Partners LLC under the exercise of a Warrant dated February 18, 2011; (iv) 1,000,000 shares of common stock issued to BOCO Investments LLC related to the conversion of Terra Mining Corp Demand Promissory Notes on February 18, 2011; (v) 100,000 shares of common stock issued to BOCO Investments LLC related to the a Subscription Agreement dated February 18, 2011;  (vi)  300,000 shares of common stock to be issued upon the exercise of a Warrant granted to Sterling Group dated April 1, 2011; (viii) 300,000 shares of common stock to be issued upon the exercise of a Warrant granted to Logic International Consulting Group LLC dated April 7, 2011and (vii) 3,361,095 shares of common stock to be issued upon the exercise of Warrants dated April 18, 2011. Information regarding our common stock is included in the section of this prospectus entitled “Description of Securities.”
 
The Company and our Business
 
We originally planned to act as a developer of indexes that allow investors to access specific market niches or sub-markets. It had planned to earn income by helping investors identify and access specific market niches or sub-markets using its index products.
 
In previous filings, we disclosed that if it were not successful in its operations, it would 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
 
As it became apparent that its original plans were not developing as hoped, we began looking at these options.  During this effort, we identified an opportunity to take advantage of option 4.
 
On September 17, 2010, we executed a non-binding term sheet with Terra Mining Corporation (“TMC”), a private British Columbia, Canada corporation, whereby WMTN would acquire TMC in a reverse merger transaction.
 
We acquired TMC on February 28, 2011 (the “Share Exchange”) and the Share Exchange has been accounted for as a reverse acquisition using the purchase method of accounting, whereby TMC is deemed to be the accounting acquirer (legal acquiree) and WMTN to be the accounting acquiree (legal acquirer). The Company’s financial statements before the date of Share Exchange are those of TMC with the results of WMTN being consolidated from the date of Share Exchange. The equity section and earnings per share have been retroactively restated to reflect the reverse acquisition and no goodwill has been recorded.
 
 
1

 
 
We adopted TMC’s fiscal year which is October 31.
 
WMTN is an exploration and development company that explores, acquires, and develops advanced stage properties. We have a high-grade gold system in the resource definition phase with 168,000 oz of inferred gold which in total offers potential of greater than 1,000,000 ounces that is owned by our wholly owned subsidiary, Terra Mining Corp. (“TMC”). The property consists of 240 Alaska state mining claims covering approximately 130 square kilometers. All Government permits and reclamation plans for continued exploration through 2014 were renewed in 2010.  We refer to this project as the “TMC project”.
 
We have budgeted expenditures for the next twelve months of approximately $3,500,000, depending on additional financing, for general and administrative expenses and exploration and development to implement the business plan as described below.  For further details see “Cash Requirements” below.
 
WMTN believes we will have to raise substantial additional capital in order to fully implement the business plan.  If economic reserves of gold and/or other minerals are proven, additional capital will be needed to actually develop and mine those reserves. As described in Item 1.01 above and discussed under “Cash Requirements” below, we must expend $9,050,000 over the next four years as our “earn in” on the TMC project to own rights to 80% of the project.  Even if economic reserves are found, if we are unable to raise this capital, we will not be able to complete our earn in on this project.  

Our principal source of liquidity for the next several years will need to be the continued raising of capital through the issuance of equity or debt.  WMTN plans to raise funds for each step of the project and as each step is successfully completed, raise the capital for the next phase.  WMTN believes this will reduce the cost of capital as compared to trying to raise all the anticipated capital at once up front.  However, since WMTN’s ability to raise additional capital will be affected by many factors, most of which are not within our control (see “Risk Factors”), no assurance can be given that WMTN will in fact be able to raise the additional capital as it is needed.
 
Our primary activity will be to proceed with the TMC project and other mining opportunities that may present themselves from time to time. We cannot guarantee that the TMC project will be successful or that any project that we embark upon will be successful. Our goal is to build our Company into a successful mineral exploration and development Company.
 
Summary Financial Results
 
During the fiscal year ended October 31, 2011 and the period from inception of March 25, 2010 to October 31, 2010, we had no revenues.
 
Net loss for the year ended October 31, 2011 was $4,035,000 as compared to a net loss of $495,000 for the period from inception of March 25, 2010 to October 31, 2010. The net loss included $900,000 of non-cash expenses related to the reverse merger transaction.
 
This prospectus includes the registration of 4,013,095 shares to be issued by the Company upon the exercise of outstanding warrants as described in this prospectus.
 
 
2

 
 
Reverse Stock Split
 
Effective with the commencement of trading on October 12, 2010, the Company reverse split its Common Shares. New Common Shares were issued to shareholders in exchange for their Old Common Shares in the ratio of one New Common Share for each four Old Common Shares held, thus effecting a one-for-four reverse stock split. Fractional shares, if any, were rounded up to the next whole number. There was no change in the par value of the Common Shares. All stock amounts have been retroactively restated to reflect the reverse split.
 
Liquidity and Going Concern
 
With the acquisition of TMC, we expect that compared to the historic expenses incurred by TMC and, subject to raising additional capital, expenditures will ramp up for exploration and development.  We have budgeted expenditures for the next twelve months of approximately $3,500,000, depending on additional financing, for general and administrative expenses and exploration and development. We may choose to scale back operations to operate at break-even with a smaller level of business activity, while adjusting overhead depending on the availability of additional financing. In addition, we expect that we will need to raise additional funds if the Company decides 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 it must respond to unanticipated events that require it to make additional investments. We cannot assure that additional financing will be available when needed on favorable terms, or at all.

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 execute the plans to pursue the TMC project as described in this Prospectus. The outcome of these matters cannot be predicted at this time. These consolidated financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue its business.
 
Risks Factors
 
We are subject to a number of risks, which the reader should be aware of before deciding to purchase the securities in this offering. These risks are discussed in the summary below and in the section titled “Risk Factors” beginning on page 3 of this prospectus.
 
Corporate Information
 
We were incorporated in the state of Colorado on October 18, 2007.  Our principal executive office is located at 2186 S. Holly St., Suite 104, Denver, CO 80222, and our telephone number is (303) 800-0678.   The Company’s principal website address is located at www.terraminingcorp.com. The information on our website is not incorporated as a part of this prospectus.
 
The Company’s Common Stock
 
Our common stock currently trades on the Over the Counter Bulletin Board (“OTCBB”) under the symbol “WMTN.”
 
Dilution
 
This offering includes the offering of 4,013,095 shares by the Company to holders of certain warrants as listed above at an average exercise price of $0.739 per share.

We expect the following dilution related to the sale of these shares to the warrant holders, assuming all warrants are exercised:
 
1. Initial offering price (average warrant exercise price)
  $ 0.739  
2. Net tangible book value per share before the offering
  $ 0.04  
3. Increase in net tangible book value per share attributable to new investors
  $ 0.12  
4. Pro forma net tangible book value per share after the offering
  $ 0.17  
5. Dilution per share to new investors
  $ 0.57  
 
 
3

 
For the 2,970,873 shares of  Company common stock that are being offered by existing shareholders under this offering, the Company will receive no proceeds.  Assuming that all of the warrants are exercised as is anticipated by the Company, and assuming such shares are sold at $.739 per share, purchasers of shares from selling shareholders will be paying a premium of $0.57 per share over the Company’s book value.  Assuming that all of the warrants are exercised as is anticipated by the Company, purchasers of shares from selling shareholders will be paying a premium over the Company’s book value equal to their purchase price minus $0.17 per share.  If all of the warrants are not exercised, the premium will increase accordingly up to a maximum premium of their purchase price minus $0.04 per share.
 
RISK FACTORS
 
An investment in our Common Stock involves a high degree of risk. You should carefully consider the following risk factors and other information in this prospectus before deciding to invest in shares of the Company’s Common Stock. The most significant risks and uncertainties known and identified by our management are described below; however, they are not the only risks that we face. If any of the following risks actually occurs, our business, financial condition, liquidity, results of operations and prospects for growth could be materially adversely affected, the trading price of our Common Stock could decline, and you may lose all or part of your investment. You should acquire shares of our Common Stock only if you can afford to lose your entire investment. We make various statements in this section that constitute “forward-looking statements”. See “Forward-Looking Statements” beginning on page 3 of this prospectus.
 
The volatility of the price of gold could adversely affect our future operations and our ability to develop our properties.  
 
The potential for profitability of our operations, the value of our properties and our ability to raise funding to conduct continued exploration and development, if warranted, are directly related to the market price of gold and other precious metals.  The price of gold may also have a significant influence on the market price of our common stock and the value of our properties.  Our decision to put a mine into production and to commit the funds necessary for that purpose must be made long before the first revenue from production would be received.  A decrease in the price of gold may prevent our property from being economically mined or result in the write-off of assets whose value is impaired as a result of lower gold prices.
 
As of  January 17, 2012, the price of gold was $1,652 per ounce, based on the daily London PM fix on that date.  The volatility of mineral prices represents a substantial risk which no amount of planning or technical expertise can fully eliminate.  In the event gold prices decline or remain low for prolonged periods of time, we might be unable to develop our properties, which may adversely affect our results of operations, financial performance and cash flows.
 
Estimates of mineralized material are based on interpretation and assumptions and may yield less mineral production under actual conditions than is currently estimated.  
 
Unless otherwise indicated, estimates of mineralized material presented in our press releases and regulatory filings are based upon estimates made by us and our consultants.  When making determinations about whether to advance any of our projects to development, we must rely upon such estimated calculations as to the mineralized material on our properties.  Until mineralized material is actually mined and processed, it must be considered an estimate only.  These estimates are imprecise and depend on geological interpretation and statistical inferences drawn from drilling and sampling analysis, which may prove to be unreliable.  We cannot assure you that these mineralized material estimates will be accurate or that this mineralized material can be mined or processed profitably.  Any material changes in estimates of mineralized material will affect the economic viability of placing a property into production and such property’s return on capital.  There can be no assurance that minerals recovered in small scale metallurgical tests will be recovered at production scale.
  
The mineralized material estimates have been determined and valued based on assumed future prices, cut-off grades and operating costs that may prove inaccurate.  Extended declines in market prices for gold and silver may render portions of our mineralized material uneconomic and adversely affect the commercial viability of one or more of our properties and could have a material adverse effect on our results of operations or financial condition.
 
We need to continue as a going concern if our business is to succeed.
 
Our audited financial statements for the period of inception from March 25, 2010 to October 31, 2011 indicates that there are a number of factors that raise substantial doubt about its ability to continue as a going concern.   Such factors identified in the report result from our limited history of operations, limited assets, and operating losses since inception.  If we are not able to continue as a going concern, it is likely investors will lose their investments.
 
 
4

 
 
Because of the unique difficulties and uncertainties inherent in mineral exploration ventures, we face a high risk of business failure.
 
Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. The expenditures to be made by us in the exploration of the mineral claim may not result in the discovery of mineral deposits. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. If the results of our exploration do not reveal viable commercial mineralization, we may decide to abandon our claim and acquire new claims for new exploration. The acquisition of additional claims will be dependent upon us possessing capital resources at the time in order to purchase such claims. If no funding is available, we may be forced to abandon our operations.
 
If we do not obtain additional financing, our business will fail.
 
During the fiscal year ended October 31, 2011 and the period from inception of March 25, 2010  to October 31, 2010, we had no revenues.
 
Net loss for the year ended October 31, 2011 was $4,035,260 as compared to a net loss of $495,018 for the period from inception of to October 31, 2010. The net loss included $900,000 of non-cash expenses related to the transaction that acquired the TMC and the TMC project.
 
Our current operating funds are less than necessary to complete all intended exploration of the property, and therefore we will need to obtain additional financing in order to complete our business plan.  As of  January 18, 2012  we had cash in the amount of $100,000.
 
Our business plan calls for significant expenses in connection with the exploration of the property.  We do not currently have sufficient funds to conduct continued exploration on the property and require additional financing in order to determine whether the property contains economic mineralization.  We will also require additional financing if the costs of the exploration of the property are greater than anticipated.
 
We will require additional financing to sustain our business operations if we are not successful in earning revenues once exploration is complete.  We do not currently have any arrangements for financing and we can provide no assurance to investors that we will be able to find such financing if required. Obtaining additional financing would be subject to a number of factors, including the market prices for copper, silver and gold, investor acceptance of our property and general market conditions.  These factors may make the timing, amount, terms or conditions of additional financing unavailable to us.
 
The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital will result in dilution to existing shareholders.  The only other anticipated alternative for the financing of further exploration would be our sale of a partial interest in the property to a third party in exchange for cash or exploration expenditures, which is not presently contemplated.
 
Because we have commenced limited business operations, we face a high risk of business failure.
 
We started exploring our properties in the summer of 2011.  Accordingly, we have no way to evaluate the likelihood that our business will be successful.  Although we were incorporated in the state of Colorado on October 18, 2007, the Company just acquired our mineral properties with our acquisition of TMC on February 28, 2011.  We have not earned any revenues as of the date of this prospectus.  TMC itself has only been in existence since March 25, 2010.
 
Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues.  We therefore expect to incur significant losses into the foreseeable future.  We recognize that if we are unable to generate significant revenues from development of the mineral claims and the production of minerals from the claims, we will not be able to earn profits or continue operations.
 
There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.
 
 
5

 
 
We are dependent on key personnel.
 
Our success depends to a significant degree upon the continued contributions of key management and other personnel, some of whom could be difficult to replace. We do not maintain key man life insurance covering certain of our officers. Our success will depend on the performance of our officers, our ability to retain and motivate our officers, our ability to integrate new officers into our operations and the ability of all personnel to work together effectively as a team. Our failure to retain and recruit officers and other key personnel could have a material adverse effect on our business, financial condition and results of operations.
 
We lack an operating history and we expect to have losses in the future.
 
Except for our initial exploration efforts as described above, we have not started our proposed business operations or realized any revenues. We have no operating history upon which an evaluation of our future success or failure can be made. Our ability to achieve and maintain profitability and positive cash flow is dependent upon the following:
 
 
Our ability to locate a profitable mineral property;
 
 
Our ability to generate revenues; and
 
 
Our ability to reduce exploration costs.
 
Based upon current plans, we expect to incur operating losses in foreseeable future periods. This will happen because there are expenses associated with the research and exploration of our mineral properties. We cannot guarantee that we will be successful in generating revenues in the future. Failure to generate revenues will cause us to go out of business.
 
Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages as we conduct our business.
 
The search for valuable minerals involves numerous hazards.  As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure.  Although we conducted a due diligence investigation prior to entering into the acquisition of TMC, risk remains regarding any undisclosed or unknown liabilities associated with this project. The payment of such liabilities may have a material adverse effect on our financial position.
 
Because we are small and do not have sufficient capital, we may have to cease operation even if we have found mineralized material.
 
Because we are small and do not have sufficient capital, we must limit our exploration. Because we may have to limit our exploration, we may be unable to mine mineralized material, even if our mineral claims contain mineralized material. If we cannot mine mineralized material, we may have to cease operations.
 
If we become subject to onerous government regulation or other legal uncertainties, our business will be negatively affected.
 
Governmental regulations impose material restrictions on mineral property exploration and development. Under Alaska mining law, to engage in exploration will require permits, the posting of bonds, and the performance of remediation work for any physical disturbance to the land. If we proceed to commence drilling operations on the mineral claims, we will incur additional regulatory compliance costs.
 
 
6

 
 
In addition, the legal and regulatory environment that pertains to mineral exploration is uncertain and may change. Uncertainty and new regulations could increase our costs of doing business and prevent us from exploring for ore deposits. The growth of demand for ore may also be significantly slowed. This could delay growth in potential demand for and limit our ability to generate revenues.  In addition to new laws and regulations being adopted, existing laws may be applied to limit or restrict mining that have not as yet been applied.  These new laws may increase our cost of doing business with the result that our financial condition and operating results may be harmed.
 
We may not have access to all of the supplies and materials we need to begin exploration that could cause us to delay or suspend operations.
 
Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies, such as explosives, and certain equipment such as bulldozers and excavators that we might need to conduct exploration. We have not attempted to locate or negotiate with any suppliers of products, equipment or materials. We will attempt to locate products, equipment and materials after this offering is complete. If we cannot find the products and equipment we need, we will have to suspend our exploration plans until we do find the products and equipment we need.
 
Because of the speculative nature of exploration of mineral properties, there is no assurance that our exploration activities will result in the discovery of new commercially exploitable quantities of minerals.
 
We plan to continue to source exploration mineral claims. The search for valuable minerals as a business is extremely risky. We can provide investors with no assurance that additional exploration on our properties will establish that additional commercially exploitable reserves of gold exist on our properties.  Problems such as unusual or unexpected geological formations or other variable conditions are involved in exploration and often result in exploration efforts being unsuccessful. The additional potential problems include, but are not limited to, unanticipated problems relating to exploration and attendant additional costs and expenses that may exceed current estimates. These risks may result in us being unable to establish the presence of additional commercial quantities of ore on our mineral claims with the result that our ability to fund future exploration activities may be impeded.
 
Weather and location challenges may restrict and delay our work on our property.  
 
We plan to conduct our exploration on a seasonal basis, it is possible that snow or rain could restrict and delay work on the properties to a significant degree. Our property is located in a relatively remote location, which creates additional transportation and energy costs and challenges.
 
As we face intense competition in the mining industry, we will have to compete with our competitors for financing and for qualified managerial and technical employees.
 
The mining industry is intensely competitive in all of its phases. Competition includes large established mining companies with substantial capabilities and with greater financial and technical resources than we have. As a result of this competition, we may be unable to acquire additional attractive mining claims or financing on terms we consider acceptable. We also compete with other mining companies in the recruitment and retention of qualified managerial and technical employees. If we are unable to successfully compete for financing or for qualified employees, our exploration and development programs may be slowed down or suspended.
 
Trading of our stock may be restricted by Blue Sky eligibility and the SEC's penny stock regulations which may limit a stockholder's ability to buy and sell our stock.
 
We currently are not Blue Sky eligible in certain states so trading of the Company’s stock in such states may be restricted. In addition, the SEC has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions.  Under the penny stock rules, additional sales practice requirements are imposed on broker-dealers who sell to persons other than established customers and "accredited investors."  The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse.  The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market.  The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account.  The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation.  In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these 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 agreement to the transaction.  These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to broker-dealers ability to trade in the Company’s securities.  The Blue Sky eligibility and the penny stock rules may discourage investor interest in and limit the marketability of, the Company’s common stock.
 
 
7

 
 
The sale of a significant number of our shares of common stock could depress the price of our common stock. 
 
Sales or issuances of a large number of shares of common stock in the public market or the perception that sales may occur could cause the market price of our common stock to decline. As of  January 18, 2012, there were  25.7 million shares of common stock and warrants issued and outstanding on a fully diluted basis. Therefore the amount of shares being registered for resale constitutes a significant percentage of the issued and outstanding shares and the sale of all or a portion of these shares could have a negative effect on the market price of our common stock. Significant shares of common stock are held by our principal shareholders, other Company insiders and other large shareholders. As “affiliates” (as defined under Rule 144 of the Securities Act (“Rule 144”)) of the Company, our principal shareholders, other Company insiders and other large shareholders may only sell their shares of common stock in the public market pursuant to an effective registration statement or in compliance with Rule 144. 
 
We may engage in acquisitions, mergers, strategic alliances, joint ventures and divestitures that could result in financial results that are different than expected. 
 
In the normal course of business, we may engage in discussions relating to possible acquisitions, equity investments, mergers, strategic alliances, joint ventures and divestitures. All such transactions are accompanied by a number of risks, including:
 
 
Use of significant amounts of cash,
 
 
Potentially dilutive issuances of equity securities on potentially unfavorable terms,
 
 
Incurrence of debt on potentially unfavorable terms as well as impairment expenses related to goodwill and amortization expenses related to other intangible assets, and
 
 
The possibility that we may pay too much cash or issue too many of our shares as the purchase price for an acquisition relative to the economic benefits that we ultimately derive from such acquisition.
 
 
The process of integrating any acquisition may create unforeseen operating difficulties and expenditures. The areas where we may face difficulties in the foreseeable include:
 
 
Diversion of management time, during the period of negotiation through closing and after closing, from its focus on operating the businesses to issues of integration,
 
 
The need to integrate each Company's accounting, management information, human resource and other administrative systems to permit effective management, and the lack of control if such integration is delayed or not implemented,
 
 
The need to implement controls, procedures and policies appropriate for a public company that may not have been in place in private companies, prior to acquisition,
 
 
The need to incorporate acquired technology, content or rights into our products and any expenses related to such integration, and
 
 
The need to successfully develop any acquired in-process technology to realize any value capitalized as intangible assets.
 
From time to time, we may engage in discussions with candidates regarding potential divestures. If a divestiture does occur, we cannot be certain that our business, operating results and financial condition will not be materially and adversely affected. A successful divestiture depends on various factors, including our ability to:
 
 
Effectively transfer liabilities, contracts, facilities and employees to any purchaser,
 
 
Identify and separate the intellectual property to be divested from the intellectual property that we wish to retain,
 
 
Reduce fixed costs previously associated with the divested assets or business, and
 
 
Collect the proceeds from any divestitures.
 
 
8

 
 
In addition, if customers of the divested business do not receive the same level of service from the new owners, this may adversely affect our other businesses to the extent that these customers also purchase other products offered by us. All of these efforts require varying levels of management resources, which may divert our attention from other business operations.
 
If we do not realize the expected benefits or synergies of any divestiture transaction, our consolidated financial position, results of operations, cash flows and stock price could be negatively impacted.
 
The market price of our common stock may be volatile. 
 
The market price of our common stock has been and is likely in the future to be volatile. Our common stock price may fluctuate in response to factors such as: 
 
Announcements by us regarding liquidity, significant acquisitions, equity investments and divestitures, strategic relationships, addition or loss of significant customers and contracts, capital expenditure commitments, loan, note payable and agreement defaults, loss of our subsidiaries and impairment of assets,
   
Issuance of convertible or equity securities for general or merger and acquisition purposes,
   
Issuance or repayment of debt, accounts payable or convertible debt for general or merger and acquisition purposes,
   
Sale of a significant number of shares of our common stock by shareholders,
   
General market and economic conditions,
   
Quarterly variations in our operating results,
   
Investor relation activities,
   
Announcements of technological innovations,
   
New product introductions by us or our competitors,
   
Competitive activities, and
   
Additions or departures of key personnel.
 
These broad market and industry factors may have a material adverse effect on the market price of our common stock, regardless of our actual operating performance. These factors could have a material adverse effect on our business, financial condition and results of operations.  
 
Our management has substantial influence over our company. 
 
As of  January 18, 2012, Greg Schifrin, our CEO, and Mr. James Baughman together, either directly or indirectly, own or control 6.7 million shares as of the filing date or approximately 32.5% of the Company’s issued and outstanding common stock as of the date of this prospectus and 26.0% of our common stock on a fully diluted basis.
 
Mr. Schifrin and Mr. Baughman, in combination with other large shareholders, could cause a change of control of our board of directors, approve or disapprove any matter requiring stockholder approval, cause, delay or prevent a change in control or sale of the Company, which in turn could adversely affect the market price of our common stock.
 
Conflict of interest.
 
Some of our officers and directors are also directors and officers of other companies, and conflicts of interest may arise between their duties as our officers and directors and as directors and officers of other companies. These factors could have a material adverse effect on our business, financial condition and results of operations.
 
We have limited insurance. 
 
We have limited director and officer insurance and commercial insurance policies. Any significant insurance claims would have a material adverse effect on our business, financial condition and results of operations.
 
 
9

 
 
FORWARD-LOOKING STATEMENTS
 
This prospectus contains forward-looking statements. Such forward-looking statements include statements regarding, among other things, (a) our expectations about product development activities, (b) our growth strategies, (c) anticipated trends in our industry, (d) our future financing plans, and (e) our anticipated needs for working capital. Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” and matters described in this prospectus generally. In light of these risks and uncertainties, the events anticipated in the forward-looking statements may not occur. These statements are based on current expectations and speak only as of the date of such statements. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of future events, new information or otherwise.
 
The information contained in this prospectus, as well as in our SEC filings, identifies important factors that could adversely affect actual results and performance. Prospective investors are urged to carefully consider such factors.
 
All forward-looking statements attributable to the Company are expressly qualified in their entirety by the foregoing cautionary statements.
 
USE OF PROCEEDS
 
The 300,000 shares of common stock to be issued upon the exercise of the Warrant granted to Sterling Group dated April 1, 2011 are exercisable at $0.50 per share. The 300,000 shares of common stock to be issued upon the exercise of the Warrant granted to Logic International Consulting Group LLC dated April 7, 2011 are exercisable at $1.00 per share. The 3,361,095 shares of common stock to be issued upon the exercise of the Warrants dated April 18. 2011 are exercisable at $0.75 per share. The 52,000 shares of common stock to be issued upon the exercise of the Warrant granted to WestMountain Asset Management, Inc. dated February 18, 2011 are exerciseable at $.001 per share.  If all warrants are exercised, as expected by the Company, the Company will receive a total of $2,970,873. There are no material costs incurred beyond the costs related to this prospectus that will be incurred by the Company with respect to such exercises, so all of the proceeds will be available for use by the Company to fund its operations as described herein.
 
We will not receive any proceeds from the sale of the common stock by the selling security holders. All proceeds from the sale of such securities offered by the selling security holders under this prospectus will be for the account of the selling security holders, as described below in the sections entitled “Selling Security Holders” and “Plan of Distribution.” With the exception of any brokerage fees and commissions which are the respective obligations of the selling security holders, we are responsible for the fees, costs and expenses of this offering which includes our legal and accounting fees, printing costs, and filing and other miscellaneous fees and expenses.
 

SELLING SECURITY HOLDERS
 
The following table sets forth the number of shares owned by each of the selling security holders who hold shares of our common stock covered by this prospectus, including: (i) 873,000 shares of common stock  issued and 52,000 shares of common stock to be issued upon the exercise of a Warrant granted to WestMountain Asset Management, Inc. dated February 18, 2011; (ii) 400,000 shares of common stock issued to BOCO Investments LLC related to a February 28, 2011 re-issuance of WMTN common stock, 2011; (iii) 300,000 shares of common stock issued to Capital Peak Partners LLC under the exercise of a Warrant dated February 18, 2011; (iv) 1,000,000 shares of common stock issued to BOCO Investments LLC related to the conversion of Terra Mining Corp Demand Promissory Notes on February 18, 2011; (v) 100,000 shares of common stock issued to BOCO Investments LLC related to the a Subscription Agreement dated February 18, 2011;  (vi)  300,000 shares of common stock to be issued upon the exercise of a Warrant granted to Sterling Group dated April 1, 2011; (vii) 300,000 shares of common stock to be issued upon the exercise of a Warrant granted to Logic International Consulting Group LLC dated April 7, 2011and (viii) 3,361,095 shares of common stock to be issued upon the exercise of Warrants dated April 18. 2011. We are registering these securities in order to permit the selling security holders to dispose of the shares of common stock, or interests therein, from time to time.
 
The selling security holders may decide to sell all, some, or none of the securities listed below.   See “Plan of Distribution.”  We cannot provide an estimate of the number of securities that any of the selling security holders will hold in the future. For purposes of this table, beneficial ownership is determined in accordance with the rules of the SEC, and includes voting power and investment power with respect to such securities.
 
The inclusion of any securities in the following table does not constitute an admission of beneficial ownership by the persons named below. Except as indicated in the section of this prospectus entitled “Certain Relationships and Related Party Transactions” beginning on page 29, no selling security holder has had any material relationship with us or our affiliates during the last three years. No selling security holders is a registered broker-dealer or an affiliate of a broker-dealer.
 
The table below lists the selling security holders and other information regarding the beneficial ownership of the shares of common stock by each of the selling security holders. Column B lists the number of shares of common stock beneficially owned by each selling security holder as of   January 18, 2012.   Column C lists the shares of common stock covered by this prospectus that may be disposed of by each of the selling security holders. Column D lists the number of shares of common stock that will be beneficially owned by the selling security holders assuming all of the shares covered by this prospectus are sold. Column E lists the percentage of class beneficially owned based on  25,694,014 fully diluted shares of common stock outstanding on  January 18, 2012. Mr. Joseph Zimlich is President and Managing Member of BOCO Investments LLC, which is a holder of more than 5% of the Company’s common stock.
 
 
 
10

 
 
PLAN OF DISTRIBUTION
 
Each of the selling security holders named above and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock on the OTCBB or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders may use any one or more of the following methods when selling shares:
 
   
Securities
         
Securities
       
   
Beneficially
   
Securities
   
Beneficially
   
% Beneficial
 
   
Owned Prior to
   
Being
   
Owner After
   
Ownership
 
Name of Selling Shareholder (A)
 
Offering (B)
   
Offered (C)
   
Offering (D)
   
After Offering (E)
 
Shares For Resale-
                       
WestMountain Asset Management, Inc./ Brian Klemsz
    873,000       873,000       -       *  
Capital Peak Partners LLC/ Michael Lavigne (affiliate of WMTN)
    2,350,000       300,000       2,050,000       8.0 %
BOCO Investments LLC/ Joseph Zimlich (affiliate of WMTN)
    3,100,000       1,500,000       1,600,000       6.2 %
                                 
Total shares for resale
    6,323,000       2,673,000       3,650,000       14.2 %
                                 
Shares Issuable Upon the Exercise of Warrants-
                               
WestMountain Asset Management, Inc./ Brian Klemsz
    52,000       52,000       -       *  
Sterling Group LLC/ Bruce Dorfman
    300,000       300,000       -       *  
Logic International Consulting Group LLC/ Kevin Cassidy (affiliate)
    1,900,000       300,000       1,600,000       6.2 %
BOCO Investments LLC/ Joseph Zimlich (affiliate of WMTN)
    2,400,000       1,100,000       1,300,000       5.1 %
Blackberry Mining Fund LP/ Wade Black
    200,000       100,000       100,000       *  
Wade Black
    200,000       100,000       100,000       *  
Nathan Doudney
    400,000       200,000       200,000       *  
Nathan Doudney
    100,000       50,000       50,000       *  
Don and Julie Skinner
    300,000       150,000       150,000       *  
David and Lois Beshunsky
    140,000       70,000       70,000       *  
Lester Goldstein
    100,000       50,000       50,000       *  
Justin Barney
    40,000       20,000       20,000       *  
Fabian T. Andres
    300,000       150,000       150,000       *  
Ralph Sletager
    100,000       50,000       50,000       *  
Hansen Capital LP/ George Hansen
    629,392       314,696       314,696       1.2 %
C. Barney Investment, Ltd/ Kevin Kennedy
    418,806       209,403       209,403       *  
Rachel Pulis
    419,594       209,797       209,797       *  
YENRAB Investing Club/ Jerry D. Barney
    209,534       104,767       104,767       *  
Jerry D. Barney
    104,768       52,384       52,384       *  
360 Holdings LLC/ Rachel Pulis
    839,188       419,594       419,594       1.6 %
Justin Barney
    20,908       10,454       10,454       *  
                                 
Total shares issuable upon the exercise of warrants
    9,174,190       4,013,095       5,161,095       20.1 %
                                 
Total
    15,497,190       6,686,095       8,811,095       34.3 %
                                 
 
 
11

 
 
 
     
 
Ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
     
 
Block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
     
 
Purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
     
 
An exchange distribution in accordance with the rules of the applicable exchange;
     
 
Privately negotiated transactions;
     
 
Settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;
     
 
Broker-dealers may agree with the selling security holder to sell a specified number of such shares at a stipulated price per share;
     
 
Through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
     
 
A combination of any such methods of sale; or
     
 
Any other method permitted pursuant to applicable law.

The selling security holders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.
 
Broker-dealers engaged by the selling security holders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.
 
In connection with the sale of the common stock or interests therein, the selling security holders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling security holders may also sell shares of the common stock short and deliver these securities to close out its short position, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling security holders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
 
 
12

 
 
LEGAL MATTERS
 
Monahan & Biagi, PLLC has rendered an opinion regarding the legality of the issuance of the shares of common stock being registered in this prospectus.
 
EXPERTS
 
The financial statements appearing in our Annual Report on Form 10-K for the year ended October 31, 2011, filed with the Securities and Exchange Commission on December 20, 2011 have been audited by PMB Helin Donovan, LLP independent certified public accountants as set forth in its report dated December 20, 2011, incorporated herein. Such consolidated financial statements are incorporated herein in reliance upon such report given upon the authority of that firm as experts in auditing and accounting.
 
BUSINESS
 
WMTN is an exploration and development company that explores, acquires, and develops advanced stage properties. We have a high-grade gold system in the resource definition phase with 168,000 oz of inferred gold which in total offers potential of greater than 1,000,000 ounces. The property consists of 240 Alaska state mining claims covering approximately 130 square kilometers. All Government permits and reclamation plans for continued exploration through 2014 were renewed in 2010.
 
We have budgeted expenditures for  the next 12 months  of approximately $3,500,000, depending on additional financing, for general and administrative expenses and exploration and development to implement the business plan as described above.  For further details see “Cash Requirements” below.
 
WMTN believes that it will have to raise substantial additional capital in order to fully implement the business plan.  If economic reserves of gold and/or other minerals are proven, additional capital will be needed to actually develop and mine those reserves. As described in Item 1.01 above and discussed under “Cash Requirements” below, we must expend $9,050,000 over the next four years as our “earn in” on the TMC project to own rights to 80% of the project.  Even if economic reserves are found, if we are unable to raise this capital, we will not be able to complete our earn in on this project.  
 
Our principal source of liquidity for the next several years will need to be the continued raising of capital through the issuance of equity or debt and the exercise of warrants.  WMTN plan to raise funds for each step of the project and as each step is successfully completed, raise the capital for the next phase.  WMTN believes this will reduce the cost of capital as compared to trying to raise all the anticipated capital at once up front.  However, since WMTN’s ability to raise additional capital will be affected by many factors, most of which are not within our control (see “Risk Factors”), no assurance can be given that WMTN will in fact be able to raise the additional capital as it is needed.
 
Our primary activity will be to proceed with the TMC project and other mining opportunities that may present themselves from time to time. We cannot guarantee that the TMC project will be successful or that any project that we embark upon will be successful. Our goal is to build our Company into a successful mineral exploration and development Company.
 
 
13

 
 
ACQUISITION OF TMC
 
Confirmation of Close of Share Exchange Agreement with TMC
 
On February 28, 2011, WMTN and TMC entered into a Close of Share Exchange Agreement. This Agreement confirmed the closing of the acquisition of TMC by WMTN in a stock exchange transaction whereby the shareholders and board of TMC became the majority holders of WMTN common stock and acquired operating control of the combined companies and TMC became a wholly owned subsidiary of WMTN.   In connection with this acquisition of TMC by WMTN, several other definitive agreements were entered into, including the sales of unregistered securities in private transactions exempt from registration under the Securities Act of 1933.
 
Share Exchange Agreement with TMC
 
On February 18, 2011, WMTN entered into a Share Exchange Agreement with Gregory Schifrin, American Mining Corporation (“AMC”) and James Baughman to acquire 100% of the issued and outstanding shares of common stock of TMC in exchange for 1,500,000 shares of restricted common stock of WMTN, par value of $.001 per share.
 
In addition, WMTN issued warrants to the TMC founder investors Gregory Schifrin and James Baughman for 300,000 and 200,000 shares of WMTN common stock, respectively. WMTN issued warrants to other TMC founder investors for 500,000 shares of common stock. The warrants expire February 17, 2014 and are exercisable at $.001 per share. WMTN agreed to file a registration statement with the SEC with regard to the shares and shares issuable upon exercise of the warrants within ninety days on a best efforts basis. On June 13, 2011, the warrants were exercised and 1,000,000 shares of WMTN common stock were issued.
 
On February 18, 2011, WMTN entered into a Share Exchange Agreement with Mining Minerals LLC (owned 60% and 40 % by Gregory Schifrin and James Baughman, respectively) whereby WMTN acquired the claims recorded with the Alaska Department of Natural Resources, Recording Numbers 2010-000468-0 through 2010-000481-0, recorded on October 19, 2010, in exchange for a total of 5,000,000 shares of common stock of WMTN. As of February 18, 2011, the Alaska claims are owned by WMTN. On June 13, 2011, Mineral Mining LLC sold 100,000 shares to Mark Scott for $.001 per share.
 
At closing and reflecting the above transactions with regard to the acquisition of TMC, existing WMTN shareholders and the former TMC shareholders  owned 30.3% and 69.7%, respectively, of the issued and outstanding shares of WMTN.
 
Other Agreements Related to Acquisition of TMC
 
On February 18, 2011, WMTN entered into a Consulting Agreement with WestMountain Asset Management, Inc. (“WASM” and “WASM Agreement”), a WMTN shareholder affiliated with BOCO Investments LLC. Under the terms of the WASM Agreement, WASM agreed to advise WMTN on the acquisition of TMC, funding of WMTN and strengthening the WMTN balance sheet during the period ending December 31, 2011. WASM received a Warrant for 925,000 shares at $.001 per share.  WMTN agreed to file a registration statement with the SEC with regard to the shares issuable upon exercise of the warrant within ninety days on a best efforts basis. On August 10, 2011, WASM exercised a portion of the warrant and 866,000 shares of WMTN common stock were issued. On November 15, 2011, WASM exercised a portion of the warrant and 7,000 shares of WMTN common stock were issued.
 
Rescission Agreement with Debenture Holders
 
During September and October, 2010, TMC issued interest bearing non-secured Debenture Notes totaling $625,000. During November 2010, an additional Debenture Note was issued for $5,000, increasing the total to $630,000.The Debenture Notes had a term of three years and included interest of 12% per year.  The outstanding principal and interest were convertible at a rate of $0.0125 per TMC share.  Upon conversion the related derivative liability of $4,200 was expensed to financing fees.
 
On February 18, 2011, TMC signed a Rescission Agreement with the holders of Debenture Notes (“Debenture Notes”).  TMC rescinded the Debenture Notes by returning the $630,000 invested by the Debenture Holder, plus $30,547 of interest thereon in accordance with the terms of the Debentures Notes. Elimination of this debt was a condition to closing the acquisition of TMC by WMTN.
 
 
14

 
 
Stock Purchase Agreement with TMC
 
On February 18, 2011, WMTN entered into a Stock Purchase Agreement with TMC related to the acquisition of Terra Gold Corporation (“TGC”), a wholly owned subsidiary of TMC. Under the terms of the Stock Purchase Agreement, WMTN acquired 100% of TGC by assuming $500,000 in debt plus accrued interest of $7,685 owed to BOCO Investments LLC (“BOCO”).
 
POST CLOSING TRANSACTIONS
 
In addition to the Stock Purchase and Share Exchange Agreements with TMC, Gregory Schifrin, AMC and James Baughman, WMTN entered into additional transactions to add other mineral properties and increase working capital by approximately $1,500,000 in preparation for the development of the TMC properties. The additional transactions are summarized below.
 
Conversion of BOCO Demand Promissory Notes (“Notes”)
 
On August 5, 2010, TMC issued a Note to BOCO totaling $100,000.   The Note included interest of 15% per annum and was payable on November 3, 2011. The Note was secured by the assets of TMC. If the Note should become in default, the Notes included additional interest of 29% per annum, compounded annually, above the rate that would otherwise be in effect.  As part of the consideration for the loan, TMC issued warrants to BOCO to acquire 300,000 shares of TMC common stock at an exercise price of $0.001 per share. These warrants have been forfeited.
 
On December 22, 2010, TMC issued a Note to BOCO in the amount of $400,000.  The Note bears no interest except in the event of default.  The default interest rate is 29 % per annum, compounded annually.  The Promissory Note is collateralized by the assets of TMC and shares of a Company affiliated with an Officer of the Company. The Promissory Note is due on March 22, 2011.  As part of the consideration for this loan, TMC issued warrants to BOCO to acquire 800,000 shares of TMC common stock at an exercise price of $0.001 per share. These warrants have been forfeited.
 
On January 12, 2011, the Company entered into a Forbearance Agreement with BOCO. Under the terms of the Forbearance Agreement, the Company and BOCO agreed to not exercise their rights under the Notes until the earlier of February 2, 2011, the date of an event of default occurs under the Note or the date the Company fails to comply with the terms and conditions of the Forbearance Agreement.
 
These Notes were assumed by WMTN as payment for its acquisition of TGC discussed above.
 
On February 18, 2011, BOCO agreed to convert all $500,000 of the Notes into common stock of WMTN effective immediately following the acquisition of TMC by WMTN and agreed to cancel its warrants to acquire 1,100,000 shares of TMC common stock and agreed to waive interest of $7,685. In consideration for this conversion, warrant cancellation and interest waiver, WMTN issued 1,000,000 shares of its common stock and a warrant to acquire an additional 1,000,000 shares of WMTN common stock exercisable for $0.001 per share. On June 13, 2011, the warrant was exercised and 1,000,000 shares of WMTN common stock were issued.
 
Amended Claims Agreement with Ben Porterfield
 
On January 7, 2011, TMC entered into an Amended Claims Agreement with Ben Porterfield related to five mining claims known as Fish Creek 1-5 (ADL-648383 through ADL-648387). As part of this Amended Claims Agreement, Ben Porterfield consented to certain conveyances, assignments, contributions and transfers related to this above five mining claims.

The Amended Claims Agreement, which incorporates the Claims Agreement dated March 22, 2005, has a term of ten years, which can be extended for an additional ten years with thirty days written notice. The Amended Claims Agreement defines terms and conditions and requires the following minimum royalties:
 
Payment of $100,000 annually on March 22, 2012 through March 22, 2015.
Payment of $125,000 annually on March 22, 2016 through the termination of the Amended Claims Agreement

The Company can terminate the Amended Claims Agreement with the payment of $875,000, less $75,000 paid during the years 2006-2011.

TMC paid $150,000 to Ben Porterfield and WMTN agreed to issue 500,000 shares of WMTN restricted common stock as of October 31, 2011. The common stock was recorded as Contractual Rights at $250,000 or $.50 per share. Another $50,000 is scheduled to be paid in December 2011. In addition, and Mr. Porterfield is to receive 200 tons of Bens Vein materials over the next two years. The investment in the exclusive rights to the mineral properties is accounted for at cost.

The failure to operate in accordance with the Amended Claims Agreement could result in the Agreement being terminated. 
 
 
15

 
Additional Private Placements
 
During the period starting February 18, 2011, WMTN entered into Subscription Agreements with Accredited investors (as defined in Regulation D under the Securities Action of 1933) totaling $1,139,329 net of issuance costs. WMTN agreed to issue 2,361,095 shares of restricted WMTN common stock at an average price of $0.50 and 3,361,095 warrants to purchase common stock. The warrants expire February 17, 2014 and are exercisable at $0.75 per share. WMTN agreed to file a registration statement with the SEC with regard to the shares issuable upon exercise of the warrants within ninety days on a best efforts basis. The common stock shares do not have registration rights. 
 
During August-October, 2011, the Company signed Subscription Agreements with four additional Accredited investors for $525,100 and issued 190,946 shares of restricted common stock at $2.75 per share. The restricted common stock does not have registration rights. In addition, the Company issued warrants for 190,946 shares at $4.25 per share. The warrants expire by August to October, 2014 and do not have registration rights. The warrants may be called by the Company if it has registered the sale of the underlying shares with the SEC and a closing price of $4.00 or more for the Company’s common stock has been sustained for five trading days. A notice filing under Regulation D was filed with the SEC in September 2011.
 
On November 15, 2011, the Company entered into a Note and Warrant Purchase Agreement, a Secured Convertible Promissory Note and a Warrant to Purchase Stock (“Promissory Note Documents”) with BOCO Investments, LLC (“BOCO”), an existing shareholder in the Company.
 
Under the Promissory Note Documents, the Company issued a Secured Convertible Promissory Note (“Note”) in the principal amount of $300,000. The Note is due in six months and provides for interest at 12% payable in arrears. The Note and accrued interest are convertible into common or preferred stock at a discounted price at the discretion of BOCO. The Note is secured by a security interest in the Company’s assets to secure the Company’s performance under the Note.  In addition, the Company issued a warrant to purchase 200,000 shares of common stock at $4.00. The Warrant expires November 15, 2021. There are no registration requirements. The Promissory Note Documents place certain operating restrictions on the Company.
 
The Agreement may be terminated by BOCO under certain conditions. The Agreement also contains certain representations and warranties of the Company and BOCO, including customary investment-related representations provided by BOCO, as well as acknowledgements by BOCO that it has reviewed certain disclosures of the Company (including the periodic reports that the Company has filed with the SEC) and that the Company’s issuance of the shares has not been registered with the SEC or qualified under any state securities laws.  The Company provided customary representations regarding, among other things, its organization, subsidiaries, disclosure reports, absence of certain legal or governmental proceedings, financial statements, tax matters, insurance matters, real property and other assets, and compliance with applicable laws and regulations.  BOCO’s representations and warranties are qualified in their entirety (to the extent applicable) by the Company’s disclosures in the reports it files with the SEC.  The Company also delivered confidential disclosure schedules qualifying certain of its representations and warranties in connection with executing and delivering the Agreement.
 
During November and December, 2011, the Company signed Subscription Agreements with six additional Accredited investors for $179,601 and issued 65,310 shares of restricted common stock at $2.75 per share. The restricted common stock does not have registration rights. In addition, the Company issued warrants for 65,310 shares at $4.25 per share. The warrants expire by November and December, 2014 and do not have registration rights. The warrants may be called by the Company if it has registered the sale of the underlying shares with the SEC and a closing price of $4.00 or more for the Company’s common stock has been sustained for five trading days. A notice filing under Regulation D was filed with the SEC on December 13, 2011 with regard to this stock issuance.
 
Consulting Agreements
 
On February 18, 2011, the Company entered into a Consulting Agreement with Mark Scott (“Scott Consulting Agreement”). Under the terms of the Scott Consulting Agreement, Mr. Scott agreed to consult on the TMC reorganization and complete the filing of certain SEC filings during the period ending April 8, 2011.  Mr. Scott received $12,000 in cash and 24,000 shares of the Company’s restricted common stock at an average price of $.50 per share. The terms of his appointment as CFO are to be finalized at the conclusion of the Scott Consulting Agreement. On April 11, 2011, the Board awarded Mr. Scott an additional $20,000 in cash and 40,000 shares of the Company’s restricted common stock at an average price of $.50 per share. In conjunction with an Employment Agreement dated April 9, 2011, the Board of Directors awarded Mr. Scott 236,000 shares.
 
On February 18, 2011, WMTN entered into a Consulting Agreement with Capital Peak Partners LLC (“CPP and CPP Agreement”). Under the terms of the CPP Agreement, CPP agreed to advise WMTN on the acquisition of TMC, funding of WMTN and strengthening the WMTN balance sheet during the period ending February 17, 2012. CPP received a Warrant for 1,800,000 shares at $.001 per share (subject to terms as contained in the $0.001 Warrant Form). The warrant was valued at $0.50 per share using the Black-Scholes-Merton option valuation model. WMTN agreed to file a registration statement with the SEC with regard to the shares issuable upon exercise of the Warrant within ninety days on a best efforts basis. In addition, CPP was paid a $125,000 bonus because WMTN received $1,500,000 in funding or debt conversions. On June 13, 2011, CPP transferred 50,000 shares to Mark Scott. On June 13, 2011, the warrants were exercised and 1,750,000 and 50,000 shares of WMTN common stock were issued to CPP and Mark Scott, respectively.
 
On August 24, 2011, the Company granted CPP under its Service Agreement a warrant for 250,000 shares at $0.50 per share and 250,000 shares at $0.75 per share. The warrants expire August 23, 2014 and do not have registration rights. The warrants may be called by the Company if it has registered the sale of the underlying shares with the SEC and a closing price of $2.00 or more for the Company’s common stock has been sustained for five trading days. The shares were valued at the measurement date at $92,446 and will be amortized over the life of the service agreement.
 
On April 1, 2011, the Company issued a warrant for the purchase of 300,000 shares of common stock of the Company to the Sterling Fund for advisory services. The warrant was valued at $.39 per share using the Black-Scholes-Merton option valuation model. The warrant expires March 31, 2014 and is callable if registered and with five days closing trading prices of the Company’s common stock over $4.00 per share.
 
 
16

 
 
On April 7, 2011, the Company signed a Services Agreement (“Logic Agreement”) with Logic International Consulting Group LLC (“Logic”). Under the Logic Agreement, Logic agreed to provide certain advisory services to the Company. The Logic Agreement expires April 6, 2013 and can be cancelled with cause or at the end of any calendar month with ninety days written notice.  The Logic Agreement automatically renews for an additional year at the end of the initial term unless either party provides 30 days written notice prior to the end of the initial term. The Logic Agreement requires a monthly payment of $40,000 after the initial monthly payment of $30,000. The Company issued Logic a Warrant dated April 7, 2011 for the purchase of 1,200,000 shares of the Company’s common stock. The Warrant price is $1.00 per share and it expires April 6, 2014. The warrant was valued at $.35 per share using the Black-Scholes-Merton option valuation model. The Warrant may be called by the Company if registered and with a closing price $4.00 or more for five trading days.
 
On August 24, 2011, the Company granted Logic under the Logic Agreement a warrant for 700,000 shares at $1.00 per share. The warrant expires August 23, 2014 and does not have registration rights. The warrants may be called by the Company if it has registered the sale of the underlying shares with the SEC and a closing price of $4.00 or more for the Company’s common stock has been sustained for five trading days. The shares were valued at the measurement date at $246,313 and will be amortized over the life of the service agreement.
 
Other Issuances
 
On June 1, 2011, the Board of Directors authorized the issuance of 30,000 shares of WMTN common stock at $0.50 per share to both Gregory Schifrin and James Baughman related to a conversion of liabilities.
 
On June 1, 2011, Accredited Members, Inc. converted $84,000 of debt into 168,000 of WMTN common stock at $0.50 per share. 
 
On August 24, 2011, the Company granted 686,000 shares of restricted common stock to officers and directors that were valued at $222,200. A notice filing under Regulation D was filed with the SEC on September 1, 2011 with regard to this stock issuance.
 
Warrants
 
On February 18, 2011, WMTN issued Warrants with BOCO totaling 1,000,000 shares of WMTN common stock related to the cancellation of TMC warrants discussed above. The Warrants expire February 17, 2014 and are exercisable at $.001 per share. WMTN agreed to file a registration statement with the SEC with regard to the shares issuable upon exercise of the Warrant within ninety days on a best efforts basis. On June 13, 2011, the warrant was exercised and 1,000,000 shares of WMTN common stock were issued.
 
On February 18, 2011, WMTN entered into Warrants with accredited investors and an additional private placement related to Subscription Agreements totaling 3,361,095 of common stock (substantially in the form and with the terms as  contained in Exhibit 10.15 filed herewith (the “$0.75 Warrant Form”). The Warrants expire February 17, 2014 and are exercisable at $.75 per share. WMTN agreed to file a registration statement with the SEC with regard to the shares issuable upon exercise of the Warrants within ninety days on a best efforts basis.
 
On November 13, 2011, the Company issued a warrant for the purchase of 92,000 shares of common stock of the Company at $4.25 per share to Hinman Au for advisory services.  The warrant expires November 12, 2014 and does not have registration rights. The warrant may be called by the Company if it has registered the sale of the underlying shares with the SEC and a closing price of $4.00 or more for the Company’s common stock has been sustained for five trading days.
 
Contingent Shares
 
On September 15, 2010, TMC, TGC and Raven Gold Alaska, Inc. (“Raven”) signed an Exploration, Development and Mine Operating Agreement (“JV Agreement”). TMC agreed to have 250,000 shares of WMTN common stock issued to Raven no later than one year after the closing of the acquisition of TMC by WMTN and an additional 250,000 shares of WMTN common stock issued on or before each of December 31, 2011, December 31, 2012 and December 31, 2014.
 
BOCO Secured Promissory Note
 
On November 15, 2011, the Company entered into a Note and Warrant Purchase Agreement, a Secured Convertible Promissory Note and a Warrant to Purchase Stock (“Promissory Note Documents”) with BOCO Investments, LLC (“BOCO”), an existing shareholder in the Company.
 
Under the Promissory Note Documents, the Company issued a Secured Convertible Promissory Note (“Note”) in the principal amount of $300,000. The Note is due in six months and provides for interest at 12% payable in arrears. The Note and accrued interest are convertible into common or preferred stock at a discounted price at the discretion of BOCO. The Note is secured by a security interest in the Company’s assets to secure the Company’s performance under the Note.  In addition, the Company issued a warrant to purchase 200,000 shares of common stock at $4.00. The Warrant expires November 15, 2021. There are no registration requirements. The Promissory Note Documents place certain operating restrictions on the Company.
 
The Agreement may be terminated by BOCO under certain conditions. The Agreement also contains certain representations and warranties of the Company and BOCO, including customary investment-related representations provided by BOCO, as well as acknowledgements by BOCO that it has reviewed certain disclosures of the Company (including the periodic reports that the Company has filed with the SEC) and that the Company’s issuance of the shares has not been registered with the SEC or qualified under any state securities laws.  The Company provided customary representations regarding, among other things, its organization, subsidiaries, disclosure reports, absence of certain legal or governmental proceedings, financial statements, tax matters, insurance matters, real property and other assets, and compliance with applicable laws and regulations.  BOCO’s representations and warranties are qualified in their entirety (to the extent applicable) by the Company’s disclosures in the reports it files with the SEC.  The Company also delivered confidential disclosure schedules qualifying certain of its representations and warranties in connection with executing and delivering the Agreement.
 
The WMTN ownership, at the conclusion of these transactions and including the post closing transactions summarized below, is as follows:
 
 
17

 
 
The WMTN ownership, at the conclusion of these transactions and including the post closing transactions summarized below, is as follows:
 
WMTN
Pro Forma Ownership Table
January 18, 2012
 
                 
Fully
   
Close
 
     
1/18/2012
   
1/18/2012
   
Diluted
   
Share Exchange
 
     
Shares
   
Ownership
   
Ownership
   
Ownership
 
Shareholders
Description
 
Outstanding
   
%
   
%
   
%
 
Outstanding WMTN Shares prior to transactions described below
                         
Boco Investments LLC
Current shares issued and outstanding
    1,000,000       5.2 %     3.9 %     9.4 %
WestMountain Asset Management, Inc. (WASM) conversion/ warrants for advisory services etc.
New issuance at $.001 per share
    925,000       4.8 %     3.6 %     8.7 %
Other WMTN shareholders
Current shares issued and outstanding
    1,328,313       7.0 %     5.2 %     12.5 %
 
Subtotals
    3,253,313       17.0 %     12.7 %     30.5 %
Share Exchange Agreement - TMC shares exchanged for WMTN shares
                                 
American Mining Corporation
New issuance at $.001 per share
    468,750       2.5 %     1.8 %     4.4 %
Gregory Schifrin and James Baughman shares-AK Claim Acquisition
New issuance at $.001 per share
    4,900,000       25.7 %     19.1 %     46.0 %
TMC founder warrants( no value assigned part of share exchange)
New issuance at $.001 per share
    1,000,000       5.2 %     3.9 %     9.4 %
Gregory Schifrin and James Baughman as TMC founder shareholders
New issuance at $.001 per share
    1,031,250       5.4 %     4.0 %     9.7 %
 
Subtotals
    7,400,000       38.8 %     28.8 %     69.5 %
                                   
 
Total at asset purchase
    10,653,313       55.8 %     41.5 %     100.0 %
Post Share Exchange Transactions for Capitalization
                                 
BOCO Investments LLC conversion of TMC Demand Promissory Notes
$500,000 at $.50 per share
    1,000,000       5.2 %     3.9 %        
BOCO Investment LLC (for additional cash subscription at closing)
$50,000 at $0.50 per share
    100,000       0.5 %     0.4 %        
New investment in WMTN by former TMC debt holders
$630,000 at $.50 per share plus $30,547 in interest
    1,321,095       6.9 %     5.1 %        
WMTN private placement
$470,000 at $.50 per share
    940,000       4.9 %     3.7 %        
Mark Scott advisory services
 286,000 shares
    286,000       1.5 %     1.1 %        
Ben Porterfield Extension Agreement(capitalized as JV agreement for contribution of TMC mineral rights)
New issuance at $.001 per share
    500,000       2.6 %     1.9 %        
Gregory Schifrin and James Baughman shares- debt conversion on 6/1/11
New issuance at $.50 per share
    60,000       0.3 %     0.2 %        
Accredited Members, Inc. - debt conversion on 6/1/11
New issuance at $.50 per share
    168,000       0.9 %     0.7 %        
Capital Peak Partners LLC for advisory services (merger expense valued at $0.50 per black scholes)
New issuance at $.001 per share
    1,750,000       9.2 %     6.8 %        
BOCO Investments LLC - warrants for 1 million WASM shares total
New issuance at $.001 per share
    1,000,000       5.2 %     3.9 %        
Director and management issuance on 8/24/11
New issuance at $.30 per share
    550,000       2.9 %     2.1 %        
Additional pipe issuance
New issuance at $2.75 per share
    256,256       2.6 %     1.0 %        
Issuance to International Tower Hill Mines Ltd
New issuance at $.50 per share
    500,000       2.6 %     1.9 %        
Total New Issuance
      8,431,351       45.5 %     32.8 %        
                                   
Total WMTN Shares Outstanding Transaction Close Post Share Exchange
and Capitalization
    19,084,664       101.3 %     74.3 %        
                                   
Total WMTN Shares Outstanding Transaction Close Post Share Exchange
and Capitalization, Net of Warrants
    19,022,664                          
                                   
Warrants
                                 
Warrants *
New issuance at $.75 per share
    3,361,095               13.1 %        
Sterling Group warrant granted on 4/1/11
New issuance at $.50 per share
    300,000               1.2 %        
Logic International Consulting Group LLC granted on 4/7/11
New issuance at $1.00 per share
    1,200,000               4.7 %        
Capital Peak Partners LLC for advisory services granted on 8/24/11
New issuance at $.50 per share
    250,000               1.0 %        
Capital Peak Partners LLC for advisory services granted on 8/24/11
New issuance at $.75 per share
    250,000               1.0 %        
Logic International Consulting Group LLC granted on 8/24/11
New issuance at $1.00 per share
    700,000               2.7 %        
Additional warrants fron subscription agreements
New issuance at $4.25 per share
    348,256               1.4 %        
BOCO Investments LLC- Convertible Debenture dated 11/15/11
New issuance at $4.00 per share
    200,000               0.8 %        
 
Total other
    6,609,351               25.7 %        
                                   
Total Fully Diluted WMTN Shares Outstanding Transaction Close Post Share Exchange and Capitalization
 Total at closing of transaction
    25,694,014               100.0 %        
                                   
Contingent Shares-
                                 
International Tower Hill Mines Ltd for TGC issuance obligation
250,000 shares by 12/31/12 and 12/31/13
    500,000                          
                                   
 
* New subscriptions also get warrants for same number of shares purchased exerciseable at $.75 per share.
 
18

 
 
Exploration, Development and Mine Operating Agreement
 
Joint Venture Agreement
 
On September 15, 2010, TMC, TGC and Raven Gold Alaska, Inc. (“Raven”) signed an Exploration, Development and Mine Operating Agreement (“JV Agreement”). TMC agreed to have 250,000 shares of WMTN common stock issued to Raven no later than one year after the closing of the acquisition of TMC by WMTN and an additional 250,000 shares of WMTN common stock issued on or before each of December 31, 2011, December 31, 2012 and December 31, 2014, for a total of 1,000,000 shares of WMTN common stock. The $50,000 due with the signing of the Letter of Intent in February 2010 was paid September 17, 2010. TMC has incurred $1,937,000 of project expenses through January 18, 2012 as defined by the JV Agreement.   
 
The JV Agreement has a term of twenty years, which can continue longer as long as products are produced on a continuous basis and thereafter until all materials, equipment and infrastructure are salvaged and disposed of, environmental compliance is completed and accepted and the parties have completed a final accounting. The JV Agreement defines terms and conditions where TMC and TGC earns a 51% interest with the following payments and stock issuances-
 
Pay the following options payments-
 
Payment of $10,000 with the signing of the Letter of Intent in February 2010 (paid September 2010).
Payment of $40,000 with the signing of the JV Agreement (paid September 2010).
Payment of $100,000 on or before December 31, 2011.
Payment of $150,000 on or before December 31, 2012.
   
Provide the following project funding-
 
Payment of $1 million in project expenses on or before December 31, 2011, including $100,000 to Raven camp equipment. 
Payment of $2.5 million in additional project expenses on or before December 31, 2012, including $100,000 to Raven for camp equipment.
Payment of $2.5 million in additional project expenses on or before December 31, 2013.
 
Issue the following common stock, which is subject to a two year trading restriction, upon the completion of the acquisition of TMC by WMTN:
 
Issue 250,000 shares of WMTN common stock no later than one year after the closing of the acquisition of TMC (issued)
Issue 250,000 shares of WMTN common stock on or before December 31, 2011 (issued), December 31, 2012 and December 31, 2013.
 
TMC and TGC then can increase their interest to 80% in the project with the following payments and stock issuances-
 
Payment of $150,000 on or before December 31, 2013.
Payment of $3.05 million in additional project expenses on or before December 31, 2014.
Issue 250,000 shares of WMTN common stock on or before December 31, 2014.
 
The failure to operate in accordance with the JV Agreement could result in the Company’s ownership being reduced or the JV Agreement being terminated.
 
All costs related to the JV Agreement have been recorded as exploration expenses.  The Company has not earned its 51% interest in the joint venture and does not control the joint venture therefore, the joint venture is not consolidated. At such time as the Company earns its 51% or gains control of the joint venture, it will consolidate the operations of the joint venture. 
 
Amended Claims Agreement with Ben Porterfield
 
On January 7, 2011, TMC entered into an Amended Claims Agreement with Ben Porterfield related to five mining claims known as Fish Creek 1-5 (ADL-648383 through ADL-648387). As part of this Amended Claims Agreement, Ben Porterfield consented to certain conveyances, assignments, contributions and transfers related to this above five mining claims.
 
The Amended Claims Agreement, which incorporates the Claims Agreement dated March 22, 2005, has a term of ten years, which can be extended for an additional ten years with thirty days written notice. The Amended Claims Agreement defines terms and conditions and requires the following minimum royalties:
 
Payment of $100,000 annually on March 22, 2012 through March 22, 2015.
Payment of $125,000 annually on March 22, 2016 through the termination of the Amended Claims Agreement
 
The Company can terminate the Amended Claims Agreement with the payment of $875,000, less $75,000 paid during the years 2006-2011.
 
TMC paid $150,000 to Ben Porterfield and WMTN agreed to issue 500,000 shares of WMTN restricted common stock as of October 31, 2011. The common stock was recorded as Contractual Rights at $250,000 or $.50 per share. Another $50,000 is scheduled to be paid in December 2011. In addition, and Mr. Porterfield is to receive 200 tons of Bens Vein materials over the next two years. The investment in the exclusive rights to the mineral properties is accounted for at cost.
 
The failure to operate in accordance with the Amended Claims Agreement could result in the Agreement being terminated. 
 
19

 
  
Summary Financial Results
 
During the fiscal year ended October 31, 2011 and the period from inception of March 25, 2010  to October 31, 2010, we had no revenues.
 
Net loss for the year ended October 31, 2011 was $4,035,000 as compared to a net loss of $495,000 for the period from inception of March 25, 2010 to October 31, 2010. The net loss included $900,000 of non-cash expenses related to the reverse merger transaction.
 
Reverse Stock Split
 
Effective with the commencement of trading on October 12, 2010, the Company reverse split its Common Shares. New Common Shares were issued to shareholders in exchange for their Old Common Shares in the ratio of one New Common Share for each four Old Common Shares held, thus effecting a one-for-four reverse stock split. Fractional shares, if any, were rounded up to the next whole number. There was no change in the par value of the Common Shares. All stock amounts have been retroactively restated to reflect the reverse split.
 
 
20

 
 
Liquidity and Going Concern
 
With the acquisition of TMC, we expect that compared to the historic expenses incurred by TMC and, subject to raising additional capital, expenditures will ramp up for exploration and development.  We have budgeted expenditures for the next twelve months of approximately $3,500,000, depending on additional financing, for general and administrative expenses and exploration and development. We may choose to scale back operations to operate at break-even with a smaller level of business activity, while adjusting overhead depending on the availability of additional financing. In addition, we expect that we will need to raise additional funds if it decides 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 it must respond to unanticipated events that require it to make additional investments. We cannot assure that additional financing will be available when needed on favorable terms, or at all.

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 execute the plans to pursue the TMC project as described in this Prospectus. The outcome of these matters cannot be predicted at this time. These consolidated financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue its business.
 
Employees
 
As of  January 18, 2012 we had five full-time and part-time employees and we use employees of Minex Exploration, an Idaho partnership affiliated with our Chief Executive Officer, as contractors for exploration and development of the Alaska property. Most employees were based in Sandpoint, ID. The Chief Executive Officer is based out of the Sandpoint, ID office. The Chief Financial Officer is based out of Seattle, WA.

DESCRIPTION OF PROPERTY
 
The WMTN principal executive offices are located at 2186 S. Holly St., Suite 104, Denver, CO 80222, and its telephone number is (303) 800-0678.   Our corporate office is leased monthly lease at the rate of $560 per month and expired October 31, 2011 and is being leased on a monthly basis.   On April 1, 2011, we entered into a lease at 120 Lake Street, Suite 401, Sandpoint, ID 83864.  This office is leased at the net of $1,000 per month and expires March 31, 2012. The office is shared with an entity affiliated with our Chief Executive Officer. We have the option to extend the lease for one year.
 
Other than our mining claims, leases, and other real property interests specifically related to mining, WMTN does not own real estate nor have plans to acquire any real estate.
 
SELECTED FINANCIAL DATA
 
The selected financial data set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the related notes included elsewhere in this prospectus. We derived the financial data as of and for the year ended October 31, 2011 and the period from inception of March 25, 2010 to October 31, 2010 from our financial statements included in this prospectus. The historical results are not necessarily indicative of the results to be expected for any future period. All monetary amounts are expressed in U.S. dollars.
 
   
Year Ended
   
Year Ended
 
   
10/31/2011 (2)
   
10/31/2010 (1)
 
(in thousands, except for per share data)
           
STATEMENT OF OPERATIONS DATA:
           
Revenue
  $ -     $ -  
Net loss
    (4,035,260 )     (495,018 )
Net loss applicable to WestMountain Index Advisors, Inc. common shareholders
    (4,035,260 )     (495,018 )
Net loss per share
    (0.32 )     (0.13 )
                 
BALANCE SHEET DATA:
               
Total assets
    1,298,696       675,781  
Stockholder's deficit
    (109,066 )     (267,016 )
                 
(1) Reflects net loss of Terra Mining Corporation and subsidiary.
               
                 
(2) Reflects net loss of WestMountain Index Advisor, Inc. which Terra Mining Corporation and subsidiary acquired on February 28, 2011.
 
 
 
21

 
 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
 
Forward-looking statements in this prospectus reflect the good-faith judgment of our management and the statements are based on facts and factors as we currently know them. Forward-looking statements are subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, but are not limited to, those discussed below and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as those discussed elsewhere in this prospectus. Readers are urged 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 or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of the prospectus.
 
The Company and our Business
 
WMTN is an exploration and development company that explores, acquires, and develops advanced stage properties. We have a high-grade gold system in the resource definition phase with 168,000 oz of inferred gold which in total offers potential of greater than 1,000,000 ounces. The property consists of 240 Alaska state mining claims covering approximately 130 square kilometers. All Government permits and reclamation plans for continued exploration through 2014 were renewed in 2010.
 
We have budgeted expenditures for the next twelve months of approximately $3,500,000, depending on additional financing, for general and administrative expenses and exploration and development to implement the business plan as described above.  For further details see “Cash Requirements” below.
 
WMTN will have to raise substantial additional capital in order to fully implement the business plan.  If economic reserves of gold and/or other minerals are proven, additional capital will be needed to actually develop and mine those reserves. As described in Item 1.01 above and discussed under “Cash Requirements” below, we must expend $9,050,000 over the next four years as our “earn in” on the TMC project to own rights to 80% of the project.  Even if economic reserves are found, if we are unable to raise this capital, we will not be able to complete our earn in on this project.  
 
Our principal source of liquidity for the next several years will need to be the continued raising of capital through the issuance of equity or debt and the exercise of warrants.  WMTN plan to raise funds for each step of the project and as each step is successfully completed, raise the capital for the next phase.  WMTN believes this will reduce the cost of capital as compared to trying to raise all the anticipated capital at once up front.  However, since WMTN’s ability to raise additional capital will be affected by many factors, most of which are not within our control (see “Risk Factors”), no assurance can be given that WMTN will in fact be able to raise the additional capital as it is needed.
 
Our primary activity will be to proceed with the TMC project and other mining opportunities that may present themselves from time to time. We cannot guarantee that the TMC project will be successful or that any project that we embark upon will be successful. Our goal is to build our Company into a successful mineral exploration and development Company.
 
Summary Financial Results
 
During the fiscal year ended October 31, 2011 and the period from inception of March 25, 2010  to October 31, 2010, we had no revenues.
 
Net loss for the year ended October 31, 2011 was $4,035,000 as compared to a net loss of $495,000 for the period from inception of March 25, 2010 to October 31, 2010. The net loss included $900,000 of non-cash expenses related to the reverse merger transaction.
 
Certain recent developments relating to our efforts in licensing revenues, mergers and acquisitions and generation of additional liquidity, including through sales of our common stock, are described in more detail in the notes to the financial statements included in this prospectus.
 
Reverse Stock Split
 
Effective with the commencement of trading on October 12, 2010, the Company reverse split its Common Shares. New Common Shares were issued to shareholders in exchange for their Old Common Shares in the ratio of one New Common Share for each four Old Common Shares held, thus effecting a one-for-four reverse stock split. Fractional shares, if any, were rounded up to the next whole number. There was no change in the par value of the Common Shares. All stock amounts have been retroactively restated to reflect the reverse split.
 
 
22

 
 
Liquidity and Going Concern
 
With the acquisition of TMC, we expect that compared to the historic expenses incurred by TMC and, subject to raising additional capital, expenditures will ramp up for exploration and development.  We have budgeted expenditures for the next twelve months of approximately $3.5 million, depending on additional financing, for general and administrative expenses and exploration and development. We may choose to scale back operations to operate at break-even with a smaller level of business activity, while adjusting overhead depending on the availability of additional financing. In addition, we expect that we will need to raise additional funds if it decides 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 it must respond to unanticipated events that require it to make additional investments. We cannot assure that additional financing will be available when needed on favorable terms, or at all. 
 
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 execute the plans to pursue the TMC project as described in this Prospectus. The outcome of these matters cannot be predicted at this time. These consolidated financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue its business.
 
WMTN estimates our operating expenditure requirements for the next 12 months to be as follows:
 
Estimated Funding Required During the Next 12 Months
 
Expenditures
 
$
 
General and administrative
 
$
780,000
 
Future property acquisitions
   
100,000
 
Exploration costs
   
2,400,000
 
Property payments
   
220,000
 
Total
 
$
3,500,000
 
 
These expenditures include general and administrative expenses, acquisitions of additional properties, the cost to drill and explore existing properties and payments for its existing properties. The twelve month objective to further increase the level of reserves of gold and silver.
 
Recent and Expected Losses
 
We have experienced net losses since inception. There can be no assurance that we will achieve or maintain profitability.
 
Quantitative and Qualitative Disclosures about Market Risk
 
We have no investments in any market risk sensitive instruments either held for trading purposes or entered into for other than trading purposes.
 
LEGAL PROCEEDINGS
 
There are no pending legal proceedings against us that are expected to have a material adverse effect on our cash flows, financial condition or results of operations.
 
 
23

 
 
MANAGEMENT
 
Our directors and executive officers, their ages, their respective offices and positions, and their respective dates of election or hire are as follows:
 
Business Experience Descriptions 
 
Name
 
Age
 
Positions and Offices Held
 
Since
             
Gregory Schifrin
 
52
 
Director, President and Chief Executive Officer
 
February 28, 2011
             
James Baughman
 
55
 
Director, Chief Operating Officer and Senior Vice President
 
February 28, 2011
             
Mark Scott
 
58
 
Chief Financial Officer and Secretary
 
February 28, 2011
             
Kevin Cassidy
 
55
 
Independent Director
 
August 24, 2011
             
Michael Lavigne
 
54
 
Independent Director
 
August 24, 2011

Our Management Directors
 
Gregory Schifrin
 
Mr. Schifrin has worked as a geologist and manager for 28 years in mining and mineral exploration industry where he has been involved in precious, base metals, and uranium exploration and development. Mr. Schifrin has provided technical services and project management for major and junior mining companies.
 
From December 2007 to the present Mr. Schifrin was the President and Director of Silver Verde May Mining Corporation. During his tenure Mr. Schifrin managed corporate finance, accounting, legal and regulatory requirements, exploration, geologic evaluation, project generation and land acquisition. Mr. Schifrin also served as President and a Director in February and March 2010 of American Mining Corporation.
 
From 1985 to the Present, Mr. Schifrin was the co founder and President of Minex Exploration, a mining industry known exploration consulting and service company, where Mr. Schifrin managed a staff of 15 to 20 personnel, clients and contracts, accounting, legal and regulatory requirements, as well as managing exploration projects, grassroots through drilling and development phase, throughout North America for major and junior mining companies.
 
From October 1992 to the Present, Mr. Schifrin co-founded Selkirk Environmental, Inc., an environmental consulting and service company where he managed environmental regulatory compliance, risk analysis, pollution cleanup and environmental assessment for public and private clients. 
 
From November of 2006 to December 2007, Mr. Schifrin was the President and CEO of Golden Eagle Mining Corporation, where he managed corporate affairs, geological exploration, property acquisition and accounting. 
 
In August of 1983, Mr. Schifrin received a Bachelor of Science degree in Geology from the University of Idaho, Moscow. He is a registered professional geologist in the State of Washington. Mr. Schifrin resides in Sandpoint, Idaho.
 
Mr. Schifrin was appointed as a Director based on his significant experience in the mining and mineral exploration industry.
 
 
 
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James Baughman
 
Mr. Baughman has worked as a geologist for more than 25 years in mining operations and mineral exploration projects for precious, base metals, and uranium. Mr. Baughman has provided technical services and project management for a number of major and junior mining companies.
 
From July of 2004 to May of 2006, Mr. Baughman was the co-founder, President and Chief Executive Officer of High Plains Uranium Corp, where he managed the company’s corporate finance, accounting, legal and regulatory requirements. He also managed a successful initial public offering on the TSX.
 
 From May of 2006 to October of 2006, Mr. Baughman was the Chief Executive Officer of Kenai Resources, formerly known as Triumph Gold Corp., where he managed the company's properties in Venezuela and Oregon. He also managed the consulting engineers and geologists, and prepared engineering reports. 
 
From October of 2006 to the September 2010, Mr. Baughman led an acquisition of mineral rights on uranium properties, hired professional staff, developed company presentation and conducted road shows to investors and potential investors for US Uranium Corp., a company he co-founded. Mr. Baughman also served as Chief Operating Officer and a Director in March 2010 of American Mining Corporation.
 
James Baughman is a Director of Big Bear Mining Corp. Mr. Baughman is currently assisting several private mining development companies and is on the Advisory Board of a Canadian exploration company. In July of 1983, Mr. Baughman received a Bachelor of Science degree in Geology from the University of Wyoming, Laramie. He is a registered professional geologist in the State of Wyoming. Mr. Baughman resides in Aurora, Colorado.
 
Mr. Baughman was appointed as a Director based on his significant experience in the mining and mineral exploration industry. 
 
Our Independent Directors
 
Kevin Cassidy
 
Mr. Cassidy is the Managing Member and Founder of Logic International Consulting Group, LLC, a consulting firm specializing in the development of global trading businesses and the creation of the requisite infrastructure, management and support paradigms of said platforms.
 
Previously Mr. Cassidy was a Founding Partner & Chief Operating Officer of Archeus Capital Management, LLC, a multi strategy hedge fund which managed in excess of $3.5 billion in assets. Mr. Cassidy was responsible to optimize the use of the firm’s Capital Balance which regularly exceeded $1 billion by deploying an effective treasury and cash management strategy at the firm.

Mr. Cassidy also served as the Chief Operating Officer for Bank Julius Baer (BJB), based in Zurich. BJB at that time was the largest privately held Bank in Switzerland. He was a member of the BJB Management Committee and responsible for organizing and directing the re-branding of the BJB global trading platform, including both new product and business development. In addition, Mr. Cassidy developed the global FX Option Trading Business and Operating Support Paradigm for the Bank.
 
Prior to BJB, Mr. Cassidy was Managing Director of UBS, where he was the Global Head of Fixed Income Derivatives Support. He also served as the Global Head of the Bank’s Derivatives Infrastructure, including operations, finance, IT systems and legal. While at UBS, Mr. Cassidy was also President of UBS Securities Swaps Inc., the bank’s US based derivatives platform and business center.
 
Earlier in his career, Mr. Cassidy was Managing Director of Bear Sterns, where he was credited with the development of multiple new products, including, Currency Exchange Warrants (CEW’s) and Remarketed Preferred, and was also responsible for the new product planning and development group.
 
Mr. Cassidy began his career at Merrill Lynch, where he rose to the position of Senior Section Manager in charge of New Product Planning & Development.  In this position, he was credited with the development of (i) the Remarketed Preferred Product and Trading Platform, and (ii) the development of the Short Term Put Securities Product and Global Trading Platform.
 
Mr. Cassidy was appointed a Director based on his significant experience and contacts in the banking industry. We expect Mr. Cassidy to advise and assist the Company with regard to raising additional capital for the development of the business.
 
 
25

 
 
Michael Lavigne
 
Michael Lavigne has served as the CEO and a board member of Silver Verde May Mining Company, Inc. from December 2008 to the present. Silver Verde May, an exploration stage mining company located in Wallace, Idaho, holds a number of properties in Idaho, Utah and Wyoming. From August 2008, Mr. Lavigne served as a consultant for Golden Eagle Mining Company, which was acquired by Silver Verde May in December 2008. Mr. Lavigne also serves on the board of Mascot Mining which holds properties in Idaho and Montana.
 
Mr. Lavigne is the owner and Managing Partner of Capital Peak Partners, LLC.  Capital Peak provides consulting services in the area of corporate and business development. Capital Peak Partners was founded in September of 2010.
 
Previously Mr. Lavigne held a number of positions in the travel and hospitality industry. From November 2006 to July 2008, Mr. Lavigne founded and served as a director and CEO of Travel Services Group. From September 2003 to October 2006, Mr. Lavigne was the COO of Glacier Bay Cruise Lines, an adventure cruise in South East Alaska.  Mr. Lavigne was a director of Coastal Hotel Group, a partner in NorthCoast Hotels and a member of Starwood Hotel’s Leisure Travel Advisory Board.  Also, Mr. Lavigne was the CEO and chairman of Global Leisure, Inc., the parent company of Maupin Tours, Sunmakers, Jet Set North America, Hawaii Leisure and Regency Pacific.
 
Prior to the travel and hospitality business Mr. Lavigne was involved in the securities and corporate finance business and served as he managing Director of Northwest Capital and Advisory Services and the CEO and chairman of RCL Northwest.  Mr. Lavigne was a board of member of the Spokane Stock Exchange, a registered national securities exchange which listed primarily mining and resources related companies.
 
Mr. Lavigne has been on a number of community and charitable boards including, The Giving Back Fund, Communities and Schools of Seattle, The Seahawk Academy and the Jacob Green Golf Classic.
 
Mr. Lavigne received his BA in Accounting from the University of Idaho and a JD from Gonzaga University School of Law.
 
Mr. Lavigne was appointed as a Director based on his significant experience in the mining and mineral exploration industry.
 
Other Executive Officers
 
Mark Scott
 
Mr. Scott has significant financial, capital market and relations experience in public microcap gold, silver and technology companies.  Mr. Scott currently serves as (i) Chief Financial Officer, Secretary and Treasurer of WestMountain Gold since February 28, 2011 and as a consultant from December 2010; (ii) Chief Financial Officer of Sonora Resources Corp., a position he has held since June 2011; (iii) Chief Financial Officer, Secretary and Treasurer of Visualant, Inc., a position he has held since May 2010; and (iv) Chief Financial Officer of U.S. Rare Earths, Inc. a position he has held since December 2011.
 
Mr. Scott previously served as Chief Financial Officer and Secretary of IA Global, Inc. from October 2003 to June 2011. Previously, he held executive financial positions with Digital Lightwave; Network Access Solutions; and Teltronics, Inc. He has also held senior financial positions at Protel, Inc., Crystals International, Inc., Ranks Hovis McDougall, LLP and Brittania Sportswear, and worked at Arthur Andersen. Mr. Scott is also a certified public accountant and received a Bachelor of Arts in Accounting from the University of Washington.
 
Election of Directors
 
Holders of our common stock are entitled to one (1) vote for each share held on all matters submitted to a vote of the shareholders, including the election of directors.  Cumulative voting with respect to the election of directors is not permitted by our Articles of Incorporation and Bylaws.
 
Our board of directors is elected at the annual meeting of the shareholders or at a special meeting called for that purpose.  Each director holds office until the next annual meeting of shareholders and until the director’s successor is elected and qualified.  If a vacancy on the board of directors occurs, including a vacancy resulting from an increase in the number of directors, then the shareholders may fill the vacancy at the next annual meeting or at a special meeting called for the purpose or the board of directors may fill such vacancy.
 
 
26

 
 
Board Composition
 
Upon the closing of the transaction, Gregory Schifrin and James Baughman were appointed to the board of directors as management directors. We have determined that Mr. Schifrin and Baughman are not independent directors within the meaning of the applicable rules of the SEC and NASDAQ. On August 24, 2011, the Board appointed Kevin Cassidy and Michael Lavigne as independent directors.
 
The board of directors expects to add an additional independent director and establish audit, compensation and nominations committees consisting of independent directors.
 
Code of Conduct and Ethics
 
We have adopted conduct and ethics standards titled the Code of Conduct and Ethics (the “Code of Conduct”), which are available at www.terraminingcorp.com.
 
These standards were adopted by the board to promote transparency and integrity by us. The standards apply to the board, executives and employees. Waivers of the requirements of the Code of Conduct or associated polices with respect to members of the board or executive officers are subject to approval of the full board.
 
The company’s Code of Conduct includes the following:
 
 
promotes honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest;
 
 
promotes the full, fair, accurate, timely and understandable disclosure of the Company’s financial results in accordance with applicable disclosure standards, including, where appropriate, standards of materiality;
 
 
promotes compliance with applicable SEC and governmental laws, rules and regulations;
 
 
deters wrongdoing; and
 
 
requires prompt internal reporting of breaches of, and accountability for adherence to, the Code of Conduct.
 
On an annual basis, each director and executive officer will be obligated to complete a Director and Officer Questionnaire which requires disclosure of any transactions with the company in which the director or executive officer, or any member of his or her immediate family, have a direct or indirect material interest. Pursuant to the Code of Conduct, the Audit Committee and the Board are charged with resolving any conflict of interest involving management, the Board and employees on an ongoing basis.
 
Family Relationships
 
There are no family relationships among our directors or executive officers.
 
Involvement in Certain Legal Proceedings
 
None of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past ten years:
 
 
27

 
 
1.     A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
 
2.     Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
 
3.     Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:
 
 
i. 
Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
 
ii.
Engaging in any type of business practice; or
 
iii.
Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;
 
4.     Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;
 
5.     Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
 
6.     Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
 
7.     Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
 
 
i.
Any Federal or State securities or commodities law or regulation; or
 
ii.
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
 
iii.
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
 
8.     Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
 
 
28

 
 
EXECUTIVE COMPENSATION
 
Although no compensation has been paid in the past, with the acquisition of TMC and the additional workload that management of its activities will involve, the Chief Executive Officer, Chief Operating Officer and Chief Financial Officer will be paid going forward as described under “Employment Agreements” below.
 
Our officers and directors will not receive any finder’s fee, either directly or indirectly, as a result of their efforts to implement our business plan outlined herein.
 
Employment Agreements
 
On October 1, 2010, TMC signed an Employment Agreement with Gregory Schifrin (“Schifrin Agreement”), which agreement was acquired by WMTN as a result of the acquisition of TMC. Under the terms of the Schifrin Agreement, Mr. Schifrin was appointed Chief Executive Officer for an indefinite period at a salary of $120,000 per year. Mr. Schifrin is eligible for annual bonuses and incentive plans as determined by the Company’s Compensation Committee. Mr. Schifrin received a $10,000 bonus for entering into the Schifrin Agreement and is eligible for employee benefit programs, including 4 weeks of vacation per year, medical benefits and $500 per day spent on the Company’s project sites. Mr. Schifrin may resign with 60 days' notice. If Mr. Schifrin is terminated without cause, including a change in control (after six months), he is to receive in a lump sum, two times his annual salary, two times his targeted annual bonus, two times his last year’s bonus and any accrued vacation.
 
On October 1, 2010, TMC signed an Employment Agreement with James Baughman (“Baughman Agreement”), which agreement was acquired by WMTN as a result of the acquisition of TMC. Under the terms of the Baughman Agreement, Mr. Baughman was appointed Chief Operating Officer for an indefinite period at a salary of $120,000 per year. Mr. Baughman is eligible for annual bonuses and incentive plans as determined by the Company’s Compensation Committee. Mr. Baughman received a $10,000 bonus for entering into the Baughman Agreement and is eligible for employee benefit programs, including 4 weeks of vacation per year, medical benefits and $500 per day spent on the Company’s project sites. Mr. Baughman may resign with 60 days' notice. If Mr. Baughman is terminated without cause, including a change in control (after six months), he is to receive in a lump sum, two times his annual salary, two times his targeted annual bonus, two times his last year’s bonus and any accrued vacation.

On February 18, 2011, the Company entered into a Consulting Agreement with Mark Scott (“Scott Consulting Agreement”). Under the terms of the Scott Consulting Agreement, Mr. Scott agreed to consult on the TMC reorganization and complete the filing of certain SEC filings during the period ending April 8, 2011.  Mr. Scott received $12,000 in cash and 24,000 shares of the Company’s restricted common stock. The terms of his appointment as CFO were finalized at the conclusion of the Scott Consulting Agreement. On April 11, 2011, the Board awarded Mr. Scott an additional $20,000 in cash and 40,000 shares of the Company’s restricted common stock.
 
On April 18, 2011, the Company entered into an Employment Agreement (“Scott Employment Agreement”) with Mark Scott as the Company’s Chief Financial Officer, which was effective April 9, 2011. The Scott Employment Agreement replaced the Scott Consulting Agreement dated February 18, 2011 and which expired on April 8, 2011.
 
Under the terms of the Scott Employment Agreement, Mr. Scott was appointed Chief Financial Officer for an indefinite period at a salary of $96,000 per year. Mr. Scott is eligible for annual bonuses and incentive plans as determined by the Company’s Compensation Committee. Mr. Scott is eligible for employee benefit programs, including 4 weeks of vacation per year, medical benefits, life and disability insurance. Mr. Scott may resign with 60 days' notice. If Mr. Scott is terminated without cause, including a change in control (after six months), he is to receive in a lump sum, one times his annual salary, one times his targeted annual bonus, one times his last year’s bonus and any accrued vacation.
 
The Board of Directors has awarded Mr. Scott a total of 236,000 shares under the Scott Employment Agreement.
 
 
 
29

 
 
Grants of Plan Based Awards
 
There have been no awards made to any of our executive officers and WMTN currently does not have any stock option or other stock compensation plans.
 
Compensation of Directors
 
WMTN has not paid our directors compensation for serving on our board of directors.  Our board of directors may in the future decide to award the members of the board of directors cash or stock based consideration for their services to WMTN, which awards, if granted shall be in the sole determination of the board of directors.
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
The following table sets forth certain information regarding the ownership of our common stock as of  January 18, 2012  by:
 
     
 
each director and nominee for director;
     
 
each person known by us to own beneficially 5% or more of our common stock;
     
 
each officer named in the summary compensation table elsewhere in this report; and
     
 
all directors and executive officers as a group.
 
The amounts and percentages of common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has the right to acquire beneficial ownership within 60 days. Under these rules more than one person may be deemed a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.
 
Unless otherwise indicated below, each beneficial owner named in the table has sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable.
 
   
January 18, 2012
             
   
Shares Outstanding
   
Fully Diluted Ownership
 
   
Amount
   
%
   
Amount
   
%
 
Directors and Officers-
                       
Gregory L. Schifrin
    3,688,750       19.4 %     3,988,750       15.5 %
James G. Baughman
    2,502,500       13.2 %     2,702,500       10.5 %
Mark Scott
    386,000       2.0 %     386,000       1.5 %
Capital Peak Partners LLC/Michael Lavigne
    1,850,000       9.7 %     2,350,000       9.1 %
Kevin Cassidy
    100,000       *       1,880,000       7.3 %
Total Directors and Officers as a Group (5 total)
    8,527,250       44.8 %     11,307,250       44.0 %
 
*  Less than 1%.
 
 
30

 
 
   
January 18, 2012
             
   
Shares Outstanding
   
Fully Diluted Ownership
 
   
Amount
   
%
   
Amount
   
%
 
Greater Than 5% Ownership
                       
                         
Gregory Schifrin/ Mineral Mining LLC
    3,688,750       19.4 %     3,988,750       15.5 %
WestMountain Index Advisor, Inc.
                               
2186 S. Holly St., Suite 104
                               
Denver, CO 80222
                               
                                 
James Baughman/ Mineral Mining LLC
    2,502,500       13.2 %     2,702,500       10.5 %
WestMountain Index Advisor, Inc.
                               
2186 S. Holly St., Suite 104
                               
Denver, CO 80222
                               
                                 
BOCO Investments LLC (Joseph Zimlich)
    3,100,000       16.3 %     4,400,000       17.1 %
262 East Mountain Avenue
                               
Fort Collins, CO 80524
                               
                                 
Capital Peak Partners LLC (Michael Lavigne)
    1,850,000       9.7 %     2,350,000       9.1 %
602 Cedar St, Suite 205
                               
Wallace, ID 83873
                               
                                 
Logic International Consulting Group LLC (Kevin Cassidy)
    100,000       *       1,880,000       7.3 %
711 Fifth Avenue
                               
New York, New York 10022
                               
 
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
 
 
Share Exchange Agreement with TMC
 
WMTN entered into a Share Exchange Agreement with Gregory Schifrin, American Mining Corporation (“AMC”) and James Baughman to acquire 100% of the issued and outstanding shares of common stock of TMC in exchange for 1,500,000 shares of restricted common stock of WMTN, par value of $0.001 per share.

WMTN entered into a Share Exchange Agreement with Mining Minerals LLC (owned 60% and 40 % by Gregory Schifrin and James Baughman, respectively) whereby WMTN acquired the claims recorded with the Alaska Department of Natural Resources, Recording Numbers 2010-000468-0 through 2010-000481-0, recorded on October 19, 2010, in exchange for a total of 5,000,000 shares of common stock of WMTN. As of February 18, 2011, the Alaska claims are owned by WMTN. On June 13, 2011, Mineral Mining LLC sold 100,000 shares to Mark Scott for $0.001 per share.

In addition, WMTN issued warrants to the TMC founder investors Gregory Schifrin and James Baughman for 300,000 and 200,000 shares of WMTN common stock, respectively. WMTN issued warrants to other TMC founder investors for 500,000 shares of common stock. The warrants expire February 17, 2014 and are exercisable at $0.001 per share. WMTN agreed to file a registration statement with the SEC with regard to the shares and shares issuable upon exercise of the warrants within ninety days on a best efforts basis. On June 13, 2011, the warrants were exercised and 1,000,000 shares of WMTN common stock were issued. 
 
Other Reverse Merger Agreements
 
WMTN entered into a Consulting Agreement with WestMountain Asset Management, Inc. (“WASM and WASM Agreement”), a WMTN shareholder. Under the terms of the WASM Agreement, WASM agreed to advise WMTN on the acquisition of TMC, funding of WMTN and strengthening the WMTN balance sheet during the period ending December 31, 2011. WASM received a Warrant for 925,000 shares at $0.001 per share.   WMTN agreed to file a registration statement with the SEC with regard to the shares issuable upon exercise of the warrant within ninety days on a best efforts basis. On August 15, 2011, WASM exercised a portion of the warrant and 866,000 shares of WMTN common stock were issued.  On November 15, 2011, WASM exercised a portion of the warrant and 7,000 shares of WMTN common stock were issued.
 
 
31

 
 
Other Related Party Transactions
 
The Company has five full-time and part-time employees. The Company shares offices with Minex Exploration, an Idaho partnership affiliated with the Company’s Chief Executive Officer. Also, the Company utilizes Minex Mining contractors for exploration and development of the Alaska property. The Company has recorded current assets- related party and accounts payable- related party of $20,839 and $489,435, respectively, as of October 31, 2011.
 
Material Agreements
 
Joint Venture Agreement
 
On September 15, 2010, TMC, TGC and Raven signed an Exploration, Development and Mine Operating Agreement (“JV Agreement”). TMC agreed to have 250,000 shares of WMTN common stock issued to Raven no later than one year after the closing of the acquisition of TMC by WMTN and 250,000 shares of WMTN common stock on or before December 31, 2011, December 31, 2012 and December 31, 2014. The $50,000 due with the signing of the Letter of Intent in February 2010 was paid Sept 17, 2010. TMC has incurred $1,937,000 of project expenses through January 18, 2012 as defined by the JV Agreement.  
 
Stock Purchase Agreement with TMC
 
On February 18, 2011, WMTN entered into a Stock Purchase Agreement with TMC related to the acquisition of Terra Gold Corporation (“TGC”), a wholly owned subsidiary of TMC. Under the terms of the Stock Purchase Agreement, WMTN acquired 100% of TGC by assuming $500,000 in debt plus accrued interest of $7,685 owed to BOCO Investments LLC (“BOCO”).
 
BOCO Secured Promissory Note
 
On November 15, 2011, the Company entered into a Note and Warrant Purchase Agreement, a Secured Convertible Promissory Note and a Warrant to Purchase Stock (“Promissory Note Documents”) with BOCO Investments, LLC (“BOCO”), an existing shareholder in the Company. For details, see “BOCO Secured Promissory Note” under “Additional  Private Placements” under “BUSINESS – POST CLOSING TRANSACTIONS” above.
 
DESCRIPTION OF SECURITIES
 
Common Stock
 
Our common stock is $.001 par value, 200,000,000 shares authorized and as of January 18, 2012, we had 19,022,664 issued and outstanding, held by approximately 124 shareholders of record. The number of stockholders, including beneficial owners holding shares through nominee names is approximately 152. Each share of Common Stock entitles its holder to one vote on each matter submitted to the shareholders. As of January 18, 2012, we had 6,609,351 shares of common stock reserved for the issuance of warrants and 500,000 shares of common stock reserved for the issuance of common stock.
  
Corporate Stock Transfer, Inc. is the transfer agent and registrar for our Common Stock.

Preferred Stock

Our preferred stock is $.10 par value, 1,000,000 shares authorized and as of   January 18, 2012, we had 0 shares issued and outstanding. Terms have not been determined.
 
Stock Incentive Plan
 
We have not had a stock option plan or other similar incentive compensation plan for officers, directors and employees, and there were no stock option, restricted stock or SAR grants issued or outstanding at any time.
 
Market Price of and Dividends on Common Equity and Related Stockholder Matters
 
Our common stock trades on OTCBB Exchange under the symbol "WMTN". The following table sets forth the range of the high and low sale prices of the common stock for the periods indicated:
 
 
32

 
 
Quarter Ended
 
High
   
Low
 
January 31, 2011
  $ -     $ -  
April 30, 2011
  $ 3.97     $ 3.75  
July 31, 2011
  $ 3.97     $ 1.25  
October 31, 2011
  $ 3.99     $ 1.25  
                 
March 31, 2010
  $ 0.66     $ 0.66  
June 30, 2010
  $ 0.66     $ 0.66  
September 30, 2010
  $ 2.76     $ 0.66  
December 31, 2010
  $ 2.77     $ 0.30  
 
As of  January 17, 2012, the closing price of the Company’s common stock was $1.60 per share. As of January 18, 2012, there were  19,022,664 shares of common stock outstanding.
 
Holders

As of January 18, 2012, we had approximately 124 stockholders of record of our common stock based upon the stockholder list provided by our transfer agent. The number of stockholders, including the beneficial owners’ shares through nominee names is approximately 152.
 
Transfer Agent
 
The stock transfer agent for our securities is Corporate Stock Transfer of Denver, Colorado.  Their address is 3200 Cherry Creek Drive South, Suite 430, Denver, Colorado 80209. Their phone number is (303) 282-4800.
 
Dividends
 
We have never paid any cash dividends and intend, for the foreseeable future, to retain any future earnings for the development of our business. Our future dividend policy will be determined by the board of directors on the basis of various factors, including our results of operations, financial condition, capital requirements and investment opportunities.
 
Other Information
 
The description of our capital stock does not purport to be complete and is qualified in all respects by reference to our (i) Amended Articles of Incorporation filed in Form SB-2 Registration Statement with the SEC on January 2, 2008 as amended by the Amendment filed in form 8-K with the SEC on  October 12, 2010); (2); (ii) Bylaws filed in  Form SB-2 Registration Statement with the SEC on January 2, 2008 ; (iii) the Colorado Business Corporation Act; (iv) Form of Warrant dated February 18, 2011 by and between WestMountain Index Advisor, Inc. Terra Mining Corporation, Inc. founding investors (the “$0.001 Warrant Form”); (v) Conversion of Demand Promissory Notes dated February 18, 2011 by and between WestMountain Index Advisor, Inc. and BOCO Investments, Inc. (1); (vi) Subscription Agreement dated February, 2011 by and between WestMountain Index Advisor, Inc. and Investors; (vii) Consulting Agreement dated February 18, 2011 by and between WestMountain Index Advisor, Inc. and Capital Peak Partners LLC; (viii) Form of Warrant dated February 18, 2011 by and between WestMountain Index Advisor, Inc. Terra Mining Corporation, Inc. Investors and BOCO Investments, Inc. (the “$0.75 Warrant Form”); (viii) Warrant for the Purchase of Common Stock dated April 1, 2011 by and between WestMountain Index Advisor, Inc. and Sterling Group; and Warrant for the Purchase of Common Stock dated April 7, 2011 by and between WestMountain Index Advisor, Inc. and Logic International Consulting Group LLC. 
 
 
33

 
 
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
 
There are not and have not been any disagreements between us and our accountants on any matter of accounting principles, practices, or financial statement disclosure during our two most recent fiscal years and subsequent interim period.
 
Dismissal of Cordovano and Honeck LLP
 
On April 15, 2011, we dismissed Cordovano and Honeck LLP (“Honeck”) as our independent registered public accounting firm. The decision to change accountants was approved by the Company’s Board of Directors.
 
The Honeck reports on the Company’s consolidated financial statements for the past two fiscal years did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that the audit report of Honeck on the Company’s financial statements for fiscal years 2009 and 2010 contained an explanatory paragraph which noted that there was substantial doubt about the Company’s ability to continue as a going concern.
 
During the Company’s fiscal years ended December 31, 2009 and 2010 and through April 15, 2011, (i) there were no disagreements with Honeck on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Honeck’s satisfaction, would have caused Honeck to make reference to the subject matter of such disagreements in its reports on the Company’s consolidated financial statements for such years, and (ii) there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K other than: At December 31, 2009, and during the interim periods of 2009 and 2010, the Company reported no material weakness in internal control over financial reporting.
 
Engagement of PMB Helin Donovan LLP
 
On April 15, 2011 we, upon the Board of Director’s approval, engaged the services of PMB Helin Donovan LLP (“PMB”) as the Company’s new independent registered public accounting firm to audit the Company’s consolidated financial statements as of October 31, 2011 and for the year then ended. PMB performed a review of the unaudited consolidated quarterly financial statements to be included in the Company’s quarterly reports on Form 10-Q,  beginning with the quarter ending April 30, 2011, and will be performing reviews of the unaudited consolidated quarterly financial statements to be included in the Company’s quarterly reports on Form 10-Q going forward.
 
In addition, PMB issued the report dated January 19, 2011, except for Notes 3 and 11 which are dated October 11, 2011, relating to the consolidated balance sheet of WestMountain Index Advisor, Inc. (formerlyTerra Mining Corporation,) for the period ended October 31, 2010 and related consolidated statement of operations, stockholders’ equity and cash flows from March 25, 2010 (inception date) through the period ended October 31, 2010.
 
 
34

 
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
 
Under Colorado law, a corporation may include in its Articles of Incorporation (“Articles”) a provision that eliminates or limits the personal liability of a director to the corporation or its stockholders for damages for (i) any breach of the director's duty of loyalty to the Registrant or to its shareholders; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; (iii) acts specified in Section 7-108-403 of the Colorado Business Corporation Act (CBCA); or (iv) any transaction from which the director directly or indirectly derived any improper personal benefit. If the Colorado Business Corporation Act is hereafter amended to eliminate or limit further the liability of a director, then, in addition to the elimination and limitation of liability provided by the foregoing, the liability of each director shall be eliminated or limited to the fullest extent permitted under the provisions of the Colorado Business Corporation Act as so amended. But no such provision may eliminate or limit the liability of a director (a) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or (b) for any transaction from which the director derived an improper personal benefit (see Section 7-109-102(4) of the CBCA). The Registrant’s Articles limit personal liability of directors to the fullest extent permitted by Colorado law.
 
The Articles also provide that the Registrant shall, to the fullest extent permitted by applicable law, indemnify any person, and the estate and personal representative of any such person, against all liability and expense (including, but not limited to, attorneys' fees) incurred by reason of the fact that he is or was a director or officer of the Corporation, he is or was serving at the request of the Registrant as a director, officer, partner, trustee, employee, fiduciary, or agent of, or in any similar managerial or fiduciary position of, another domestic or foreign corporation or other individual or entity or of an employee benefit plan. The Registrant shall also indemnify any person who is serving or has served Registrant as director, officer, employee, fiduciary, or agent, and that person's estate and personal representative, to the extent and in the manner provided in any bylaw, resolution of the shareholders or directors, contract, or otherwise, so long as such provision is legally permissible.  DGCL Sections 7-109-102 and -107 permit indemnification against expenses, fines, judgments and settlements incurred by any director, officer or employee of a Company in the event of pending or threatened civil, criminal, administrative or investigative proceedings, if such person was, or was threatened to be made, a party by reason of the fact that he or she is or was a director, officer or employee of the Company.
 
The Registrant has a directors’ and officers’ liability insurance policy in place pursuant to which its directors and officers are insured against certain liabilities, including certain liabilities under the Securities Act of 1933, as amended (“Securities Act”) and the Securities and Exchange Act of 1934, as amended (“Exchange Act”).
 
Insofar as indemnification for liabilities arising out of the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to the provisions described above, the Company has been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
 
ADDITIONAL INFORMATION
 
We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Reports filed with the SEC pursuant to the Exchange Act, including proxy statements, annual and quarterly reports, and other reports filed by us can be inspected and copied at the public reference facilities maintained by the SEC at the Headquarters Office, 100 F. Street N.E., Room 1580, Washington, D.C. 20549. The reader may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The reader can request copies of these documents upon payment of a duplicating fee by writing to the SEC. Our filings are also available on the SEC’s internet site at http://www.sec.gov.
 
 
35

 
 
Report of Independent Registered Public Accounting Firm
 
The Board of Directors and Shareholders
WestMountain Index Advisors, Inc.:
 
We have audited the accompanying balance sheets of WestMountain Index Advisors, Inc. (the “Company”) (a development stage company) as of October 31, 2011 and 2010, and the related statements of operations, stockholders’ equity, and cash flows for the period from March 25, 2010 (“Inception”) through October 31, 2011 and 2010.  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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of WestMountain Index Advisors, Inc. as of October 31, 2011 and 2010, and the results of its operations and its cash flows for the period from Inception through October 31, 2011 and 2010, in conformity with generally accepted accounting principles in the United States of America.
 
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 1 to the financial statements, the Company has sustained a net loss from operations and has an accumulated deficit during the development stage.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans in this regard are also described in Note 1.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 
 
 
PMB Helin Donovan, LLP
 
/s/ PMB Helin Donovan, LLP
 
December 20, 2011
Seattle, Washington
 
 
F-1

 
 
WESTMOUNTAIN INDEX ADVISOR, INC. AND SUBSIDIARIES
A DEVELOPMENT STAGE COMPANY
CONSOLIDATED BALANCE SHEETS
 
   
October 31, 2011
   
October 31, 2010
 
ASSETS
             
CURRENT ASSETS:
           
Cash and cash equivalents
  $ 9,791     $ 512,006  
Prepaid expenses
    238,860       2,500  
Other current assets - related party
    20,839       -  
Total current assets
    269,490       514,506  
                 
EQUIPMENT, NET
    412,070       -  
                 
OTHER ASSETS
               
Contractual rights
    600,000       150,000  
Mining claims
    15,086       11,275  
Security deposits
    2,050       -  
                 
TOTAL ASSETS
  $ 1,298,696     $ 675,781  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
                 
CURRENT LIABILITIES:
               
Accounts payable
  $ 774,235     $ 101,869  
Accounts payable - related parties
    489,435       -  
Accrued payroll and vacation
    35,914       -  
Accrued expenses - related parties
    80,011       61,728  
Other current liabilities
    28,167       -  
Demand promissory notes
    -       150,000  
Total current liabilities
    1,407,762       313,597  
                 
LONG TERM LIABILITIES:
               
Derivative liability-warrants
    -       4,200  
Convertible debentures
    -       625,000  
TOTAL LONG TERM LIABILITIES
    -       629,200  
                 
COMMITMENTS AND CONTINGENCIES
    -       -  
                 
STOCKHOLDERS' DEFICIT
               
                 
Preferred stock, $.10 par value; 1,000,000 shares authorized, -0- shares issued and
               
       outstanding at 10/31/11 and 10/31/10, respectively
    -       -  
Common stock - $0.001 par value, 200,000,000 shares authorized, 18,450,354
               
and 8,828,313 shares issued and outstanding at October 31, 2011 and 2010, respectively
    18,450       8,828  
Additional paid in capital
    4,402,762       219,174  
Accumulated deficit
    (4,530,278 )     (495,018 )
Total stockholders' deficit
    (109,066 )     (267,016 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
  $ 1,298,696     $ 675,781  
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
F-2

 
 
WESTMOUNTAIN INDEX ADVISOR, INC. AND SUBSIDIARIES
A DEVELOPMENT STAGE COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
 
   
Year Ended
   
From March 25, 2010 (Inception)
   
From March 25, 2010 (Inception)
 
   
October 31, 2011
   
to October 31, 2010
   
to October 31, 2011
 
                   
REVENUE
  $ -     $ -     $ -  
COST OF SALES
    -       -       -  
GROSS PROFIT
    -       -       -  
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
    1,710,150       442,459       2,152,609  
EXPLORATION EXPENSE
    1,461,183       -       1,461,183  
OPERATING LOSS
    (3,171,333 )     (442,459 )     (3,613,792 )
                         
OTHER INCOME (EXPENSE):
                       
Interest (expense) income, net
    118       (12,359 )     (12,241 )
Consulting income - Terra Mining Corporation
    50,400       -       50,400  
Financing fee
    (14,445 )     (40,200 )     (54,645 )
Merger expense
    (900,000 )     -       (900,000 )
Total other expense
    (863,927 )     (52,559 )     (916,486 )
                         
LOSS BEFORE INCOME TAXES
    (4,035,260 )     (495,018 )     (4,530,278 )
                         
INCOME TAX EXPENSE
    -       -       -  
                         
NET LOSS
  $ (4,035,260 )   $ (495,018 )   $ (4,530,278 )
                         
Basic and diluted loss per common share attributable to WestMountain Index Advisor, Inc. and subsidiaries common shareholders-
         
                         
Basic and diluted loss per share
  $ (0.32 )   $ (0.13 )        
                         
Weighted average shares of common stock outstanding- basic and diluted
    12,592,922       3,953,313          
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
F-3

 
 
WESTMOUNTAIN INDEX ADVISOR, INC. AND SUBSIDIARIES
A DEVELOPMENT STAGE COMPANY
CONSOLIDATED STATEMENTS OF STOCKHOLDER’S EQUITY (DEFICIT)
 
                           
Total
 
   
Common Stock
         
 
   
Stockholders'
 
         
Amount
   
APIC
    Deficit    
Equity (Deficit)
 
                               
Balance as of March 25, 2010
    -       -       -       -       -  
                                         
Effect of Reverse Merger
    8,828,313     $ 8,828     $ 219,174     $ -     $ 228,002  
Net loss for the period of inception from March 25, 2010 to October 31, 2010
    -       -       -       (495,018 )     (495,018 )
Balance as of October 31, 2010
    8,828,313       8,828       219,174       (495,018 )     (267,016 )
                                         
Issuance of common stock for services
    686,000       686       221,514       -       222,200  
Issuance of common stock for mineral rights
    500,000       500       249,500       -       250,000  
Warrants issued for consulting services
    -       -       537,000       -       537,000  
Issuance of common stock for conversion of demand promissory notes
    1,000,000       1,000       499,000       -       500,000  
Warrant issued for merger and acquisitions expenses
                    900,000       -       900,000  
Stock issued for cash under private placements net of cost
    2,552,041       2,552       1,661,877       -       1,664,429  
Issuance of common stock for liability conversions
    228,000