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EX-32.1 - CERTIFICATION - WESTMOUNTAIN Cowasm_ex321.htm
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended   December 31, 2013

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Commission File No. 0-53030

WESTMOUNTAIN COMPANY
 (Exact Name of Small Business Issuer as specified in its charter)
 
WestMountain Asset Management, Inc.
(Previous Name of Small Business Issuer as specified in its charter)
 
Colorado
26-1315305
(State or other jurisdiction
(IRS Employer File Number)
of incorporation)
 

   
123 North College Avenue, Ste 200
 
Fort Collins, Colorado
80524
(Address of principal executive offices)
(zip code)

(970) 212-4770
 (Registrant's telephone number, including area code)

Securities to be Registered Pursuant to Section 12(b) of the Act: None

Securities to be Registered Pursuant to Section 12(g) of the Act:

Common Stock, $.001 per share par value

Indicate by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes o   No þ
 
Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.    Yes o No þ
 
Indicate by check mark whether the registrant (1) has filed all Reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes: þ    No: o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files. Yes þ  No o

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K is contained in this form and no disclosure will be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K. þ
 
Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “small reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o
 Accelerated filer o
Non-accelerated filer   o
(Do not check if a smaller reporting company)
 Smaller reporting company  þ
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):  Yes o  No þ.

As of March 13, 2014, the Registrant had outstanding 9,517,402 common shares. State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: based upon the price at which the common equity was last sold ,approximately $300,878.

 
 
 
 

 
 


FORM 10-K

WestMountain Company

INDEX
   
PART I
 
   
     Item 1. Business
4
   
    Item 1A. Risk Factors
6
   
     Item 2. Property
9
   
     Item 3. Legal Proceedings
9
   
     Item 4. Submission of Matters to a Vote of Security Holders
9
   
PART II
 
   
     Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
9
   
     Item 6. Selected Financial Data
11
   
     Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
12
   
     Item 7A. Quantitative and Qualitative Disclosures About Market Risk
14
   
     Item 8. Financial Statements and Supplementary Data
15
   
     Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
16
   
      Item 9A(T). Controls and Procedures
16
   
      Item 9B. Other Information
17
      
 
PART III
 
   
     Item 10. Directors, Executive Officers and Corporate Governance
18
   
     Item 11. Executive Compensation
20
   
     Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
20
   
     Item 13. Certain Relationships and Related Transactions, and Director Independence
21
   
     Item 14. Principal Accountant Fees and Services
23
   
     Item 15. Exhibits Financial Statement Schedules
24
   
Financial Statements pages
F-1 TO F-16
   
Signatures
25

 
 
 
 
2

 
 
 

For purposes of this report, unless otherwise indicated or the context otherwise requires, all references herein to “WestMountain Company,” “we,” “us,” and “our,” refer to WestMountain Company, formerly known as WestMountain Asset Management, Inc, a Colorado corporation, and our wholly-owned subsidiaries WestMountain Business Consulting, Inc., WestMountain Valuation Services, Inc., and WestMountain Allocation Analysis, Inc.
 
Forward-Looking Statements
 
The following discussion contains forward-looking statements regarding us, our business, prospects and results of operations that are subject to certain risks and uncertainties posed by many factors and events that could cause our actual business, prospects and results of operations to differ materially from those that may be anticipated by such forward-looking statements. Factors that may affect such forward-looking statements include, without limitation: our ability to successfully develop new products and services for new markets; the impact of competition on our revenues, changes in law or regulatory requirements that adversely affect or preclude clients from using us for certain applications; delays our introduction of new products or services; and our failure to keep pace with our competitors.
 
When used in this discussion, words such as "believes", "anticipates", "expects", "intends" and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We undertake no obligation to revise any forward-looking statements in order to reflect events or circumstances that may subsequently arise. Readers are urged to carefully review and consider the various disclosures made by us in this report and other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect our business.
 

 
 
 
3

 
 

PART I
 
Item 1. DESCRIPTION OF BUSINESS.
 
Narrative Description of the Business 
 
We are a fee-based marketing, media and investor relations consultant to public and private companies.
 
Our principal business address is 123 North College Avenue, Suite 200, Fort Collins, Colorado 80524. We operate out of one office in Colorado. We have no specific plans at this point for additional offices.  

On January 1, 2008, we entered into a Service Agreement with Bohemian Companies, LLC to provide us with certain defined services. These services include financial, bookkeeping, accounting, legal and tax matters, as well as cash management, custody of assets, preparation of financial documents, including tax returns and checks, and coordination of professional service providers as may be necessary to carry out the matters covered by the Service Agreement.  We will compensate Bohemian Companies, LLC by reimbursing this entity for the allocable portion of the direct and indirect costs of each employee of Bohemian Companies, LLC that performs services on our behalf. We will receive monthly invoices from Bohemian Companies, LLC. This Service Agreement is for the term of one year, ending December 31, 2013. We have extended the agreement to December 31, 2014.

Operations

  We act as a fee-based marketing, media and investor relations consultant to public and private companies. Formerly, we also acted as an investment asset manager. Historically, we earned management fees based on the size of the funds managed, and incentive income based on the performance of the funds. We had an asset management services contract between WestMountain Prime, LLC and us, which was terminated as of September 30, 2013. With the termination of the asset management services contract between us and WestMountain Prime, LLC, we no longer provide asset management services to any clients. We have elected not to seek any new asset management services clients in the future but to concentrate solely on providing fee-based consulting services for marketing and media clients.

As a consultant to both public and private companies, we promote public visibility and market acceptance for our clients. We use a number of techniques to achieve these objectives for our clients, including developing public recognition of their business plans and strategic goals, managing investor relations, and engaging in website development and media production. We also utilize various social media outlets and services to deliver our client’s message.  We are paid fees for our services by our clients under written consulting agreements.

For the year ended December 31, 2013 and 2012 we recorded management fee revenues of $56,629 and $76,754, respectively, for asset management services performed on behalf of WestMountain Prime, LLC, a related party. We and WestMountain Prime, LLC are under common principal ownership. 

Approximately 62% of the revenues of our clients in fiscal year 2013 came from entities which were under common principal ownership with our majority shareholder. For the years ended December 31, 2013 and 2012, we recorded advisory/consulting revenue of $220,050 and $114,500 respectively. Of the $220,050 and $114,500 recorded advisory/consulting revenue in 2013 and 2012, $116,000 and $97,500 is related party revenue. This advisory/consulting fee revenue relates to services performed on behalf of Nexcore Group, LP and WestMountain Gold, Inc., formerly known as WestMountain Index Advisor, Inc. We and the related parties have common affiliates.

            As of December 31, 2013 and 2012, the Company recorded $394,800 and $37,050, respectively, as accounts receivable related party on its balance sheet.  In 2013, one of the Company’s investments declared a distribution of $394,800. We recorded the distribution as a related accounts receivable. The receivable was collected in January 2014. The 2012 amount represents third and fourth quarter management fees that were due from WestMountain Prime, LLC. The total amount was collected in the following quarter.

Currently, we believe that we have sufficient capital to sustain our business operations through December 31, 2014. We are profitable for the fiscal year ended December 31, 2013, although we were not profitable in the prior two fiscal years. If we can return to ongoing profitability, we could operate at our present level indefinitely. To date, we have never had any discussions with any possible acquisition candidate nor have we any intention of doing so.
 
 
 
 
4

 
 
 
Markets
 
We believe that the primary reason that clients would work with us rather than competitors would be the existing relationships that we can develop. We believe that client loyalty and satisfaction can be the basis for success in this business. Therefore, we believe that we have developed and expanded on already existing relationships to develop a competitive edge. We utilize the expertise of our principal officer to develop our business.
 
Raw Materials
 
The use of raw materials is not a material factor in our operations at the present time. The use of raw materials may become a material factor in the future as we develop operations.
 
Customers and Competition
 
Our business involves acting as a fee-based marketing and media consultant and, secondarily, as an asset manager for private equity and direct investment funds. Both businesses are highly competitive. There are numerous similar companies providing such services in the United States of America. Our competitors will have greater financial resources and more expertise in this business. Our ability to develop our business will depend on our ability to successfully develop our business plan in this highly competitive environment. We cannot guarantee that we will be able to continue to do so successfully.
  
Backlog
 
At December 31, 2013, we had no backlogs.
 
Employees
 
             We have one full-time employee: Mr. Steve Anderson, our President. We also have a part-time employee, Ms. Joni Troska, our corporate Secretary; however, we reimburse our employees for all necessary and customary business related expenses.  We have no plans or agreements which provide health care, insurance or compensation on the event of termination of employment or change in our control.  We do not pay our Director for any Board meeting he attends.
 
Proprietary Information
 
We have a proprietary investment screening process to make our investments.  Otherwise, we own no proprietary information.
 
Government Regulation
 
We are not currently subject to any material government regulation. We do not expect government regulations to have any material impact on us.
 
Research and Development
 
We have never spent any amount in research and development activities.
 
Environmental Compliance
 
We believe that we are not subject to any material costs for compliance with any environmental laws.
 
How to Obtain our SEC Filings
 
We file annual, quarterly, and special reports, proxy statements, and other information with the Securities Exchange Commission (SEC). Reports, proxy statements and other information filed with the SEC can be inspected and copied at the public reference facilities of the SEC at 100 F Street N.E., Washington, DC 20549. Such material may also be accessed electronically by means of the SEC's website at www.sec.gov.

We also have a corporate website, www.westmountainam.com on which we post our regulatory filings.
 
Our investor relations department can be contacted at our principal executive office located at our principal office, 123 North College Avenue, Suite 200, Fort Collins, Colorado 80524.  Our telephone number is (970) 212-4770.

 
 
 
5

 
 
 
Item 1A.  RISK FACTORS
 
You should carefully consider the risks and uncertainties described below and the other information in this document before deciding to invest in shares of our common stock.
 
The occurrence of any of the following risks could materially and adversely affect our business, financial condition and operating result. In this case, the trading price of our common stock could decline and you might lose all or part of your investment.

Risks Related to Our Business and Industry
 
We have a limited operating history. While we have been profitable for the fiscal year ended December 31, 2013, we were not profitable in the prior two fiscal years.  If we never achieve profitability again, we could go out of business.
 
We were formed as a Colorado business entity in October, 2007. In the past, we have been profitable. We are profitable for the fiscal year ended December 31, 2013, although we were not profitable in the prior two fiscal years. We recognize that we must achieve ongoing profitability to be viable over the long term. If we never achieve profitability again, we could go out of business.

We currently rely upon clients under common principal control of our majority shareholder for approximately 69% of our revenues, which means that we could be severally impacted if the current arrangement does not continue and we cannot replace our current clients with other clients.

Approximately 62% of the revenues of our clients in fiscal year 2013 came from entities which were under common principal ownership with our majority shareholder. This was down from 91% in 2012. Our revenue projections are subject to greater uncertainty than if we had revenue commitments from a number of clients not under common principal ownership. We could be materially impacted if the current arrangement does not continue, and we cannot replace our current clients with other clients. While we have no basis to believe that we will not continue to generate revenue from this arrangement, we cannot assure you that these clients or any of our clients, will continue to purchase our products or services in significant volume, or at all.

Our lack of operating history makes it difficult for us to evaluate our future business prospects and make decisions based on those estimates of our future performance. An investor could lose his entire investment.
 
We have a limited operating history. An investor has no frame of reference to evaluate our future business prospects. This makes it difficult, if not impossible, to evaluate us as an investment. An investor could lose his entire investment if our future business prospects do not result in our ever sustaining profitability.
 
 If we do not continue to generate adequate revenues to finance our operations, our business may fail.
 
As of December 31, 2013, we had a cash position of $57,992. We anticipate that operating costs will range between $300,000 and $400,000, for the fiscal year ending December 31, 2013. These operating costs include payroll, contract services, marketing costs, and all other costs of operations. We will use contract employees who will be paid on an hourly basis as each investment transaction is evaluated. However, the operating costs and expected revenue generation are difficult to predict. We expect to continue to generate revenues in the next twelve months from making investments and receiving fees for the placement of capital. Since there can be no assurances that revenues will be sufficient to cover operating costs for the foreseeable future, it may be necessary to raise additional funds. Due to our lack of operating history, raising additional funds may be difficult.
 
Competition in our industry is intense.
 
Our business plan involves acting as a fee-based marketing and media consultant to public and private companies. This business is highly competitive. There are numerous similar companies providing such services in the United States of America. Our competitors will have greater financial resources and more expertise in this business. Our ability to develop our business will depend on our ability to successfully market our services in this highly competitive environment. We cannot guarantee that we will be able to do so successfully.
 
 
 
 
6

 
 
 
The share control position of WestMountain Blue, LLC will limit the ability of other shareholders to influence corporate actions.
 
Our largest shareholder, WestMountain Blue, LLC, of which Mr. Klemsz is a 16.8% member, owns 8,505,652 shares and thereby controls approximately 90% of our outstanding shares. Because WestMountain Blue, LLC individually beneficially controls more than a majority of the outstanding shares, other shareholders, individually or as a group, will be limited in their ability to effectively influence the election or removal of our directors, the supervision and management of our business or a change in control of or sale of our company, even if they believed such changes were in the best interest of our shareholders generally.

Our future success depends, in large part, on the continued service of our President and Treasurer
 
We depend almost entirely on the efforts and continued employment of Mr. Anderson, our President, and Mr. Klemsz, our Treasurer. Mr. Anderson is our primary executive officer, and we will depend on him for nearly all aspects of our operations. We do not have an employment contract with either Mr. Anderson or Mr. Klemsz, and we do not carry key person insurance on the life of either gentleman. The loss of the services of either Mr. Anderson or Mr. Klemsz through incapacity or otherwise, would have a material adverse effect on our business. It would be very difficult to find and retain qualified personnel such as either Mr. Anderson or Mr. Klemsz.

Our success also depends upon our ability to develop relationships with our clients. If we cannot develop sufficient relationships, we may never become profitable.  An investor could lose his entire investment.
 
We now have one line of business. We operate as a fee-based marketing and media consultant to client companies, which include both public and private entities.  Our success now depends, in large part,  on our  ability  to develop relationships with potential consulting services clients. We have no long-term contracts or other contractual assurances of consulting services. We may never develop sufficient consulting services clients, which would negatively impact our proposed operations. As a result, we may never become profitable or be able to sustain profitability. An investor could lose his or her entire investment.

Risks Related to an Investment in Our Common Stock
 
The lack of a broker or dealer to create or maintain a market in our stock could adversely impact the price and liquidity of our securities.
 
We have no agreement with any broker or dealer to act as a market maker for our securities and there is no assurance that we will be successful in obtaining any market makers. Thus, no broker or dealer will have an incentive to make a market for our stock. The lack of a market maker for our securities could adversely influence the market for and price of our securities, as well as your ability to dispose of, or to obtain accurate information about, and/or quotations as to the price of, our securities.
 
We have limited experience as a public company.

We have only operated as a public company since January, 2009. We trade on the OTC Bulletin Board under the trading symbol WASM. Thus, we have limited experience in complying with the various rules and regulations which are required of a public company. As a result, we may not be able to operate successfully as a public company, even if our operations are successful. We plan to comply with all of the various rules and regulations which are required of a public company. However, if we cannot operate successfully as a public company, your investment may be materially adversely affected. Our inability to operate as a public company could be the basis of your losing your entire investment in us.
 
 We may be required to register under the Investment Company Act of 1940, or the Investment Advisors Act, which could increase the regulatory burden on us and could negatively affect the price and trading of our securities.
 
Because our proposed business involves the identification, acquisition and development of investments, we may be required to register as an investment company under the Investment Company Act of 1940 or the Investment Advisors Act and analogous state law. While we believe that we are currently either not an investment company or an investment advisor or are exempt from registration as an investment company under the Investment Company Act of 1940 or the Investment Advisors Act and analogous state law, either the SEC or state regulators, or both, may disagree and could require registration either immediately or at some point in the future. As a result, there could be an increased regulatory burden on us which could negatively affect the price and trading of our securities.
 
 
 
 
7

 
 
 

Our stock has a limited public trading market and there is no guarantee an active trading market will ever develop for our securities.
 
There has been, and continues to be, a limited public market for our common stock. An active trading market for our shares ha not, and may never develop or be sustained. If you purchase shares of common stock, you may not be able to resell those shares at or above the initial price you paid. The market price of our common stock may fluctuate significantly in response to numerous factors, some of which are beyond our control, including the following:
 
 
*    
actual or anticipated fluctuations in our operating results;
     
 
*    
changes in financial estimates by securities analysts or our failure to perform in line with such estimates;
     
 
*    
changes in market valuations of other companies, particularly those that market services such as ours;
     
 
*   
announcements by us or our competitors of significant innovations,  acquisitions, strategic partnerships, joint ventures or capital commitments;
     
 
*    
introduction of product enhancements that reduce the need for the products our projects may develop;
     
 
*    
departures of key personnel.

Of our total outstanding shares as of December 31, 2013, a total of 8,755,652, or approximately 91.9%, will be restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our common stock to drop significantly, even if our business is doing well.
 
As restrictions on resale end, the market price of our stock could drop significantly if the holders of restricted shares sell them or are perceived by the market as intending to sell them.
 
Applicable SEC rules governing the trading of “Penny Stocks” limit the liquidity of our common stock, which may affect the trading price of our common stock.
 
Our common stock is currently quoted on the Over-the-Counter Bulletin Board and trades well below $5.00 per share. As a result, our common stock is considered a “penny stock” and is subject to SEC rules and regulations that impose limitations upon the manner in which our shares can be publicly traded.  These regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock and the associated risks.  Under these regulations, certain brokers who recommend such securities to persons other than established customers or certain accredited investors must make a special written suitability determination for the purchaser and receive the written purchaser’s agreement to a transaction prior to purchase.  These regulations have the effect of limiting the trading activity of our common stock and reducing the liquidity of an investment in our common stock.
 
The over-the-counter market for stock such as ours is subject to extreme price and volume fluctuations.
 
The securities of companies such as ours have historically experienced extreme price and volume fluctuations during certain periods. These broad market fluctuations and other factors, such as new product developments and trends in the our industry and in the investment markets generally, as well as economic conditions and quarterly variations in our operational results, may have a negative effect on the market price of our common stock.
 
Buying low-priced penny stocks is very risky and speculative.
 
The shares being offered are defined as a penny stock under the Securities and Exchange Act of 1934, and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 jointly with spouse, or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker-dealer must make a suitability determination for each purchaser and receive the purchaser's written agreement prior to the sale. In addition, the broker-dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may affect the ability of broker-dealers to make a market in or trade our common stock and may also affect your ability to resell any shares you may purchase in the public markets. 
 
 
 
 
8

 
 
 
Issuances of our stock could dilute current shareholders and adversely affect the market price of our common stock, if an active public trading market develops.
 
We have the authority to issue up to 50,000,000 shares of common stock, 1,000,000 shares of preferred stock, and to issue options and warrants to purchase shares of our common stock without stockholder approval. Although no financing is planned currently, we may need to raise additional capital to fund operating losses. If we raise funds by issuing equity securities, our existing stockholders may experience substantial dilution. In addition, we could issue large blocks of our common stock to fend off unwanted tender offers or hostile takeovers without further stockholder approval.

The issuance of preferred stock by our board of directors could adversely affect the rights of the holders of our common stock. An issuance of preferred stock could result in a class of outstanding securities that would have preferences with respect to voting rights and dividends and in liquidation over the common stock and could, upon conversion or otherwise, have all of the rights of our common stock. Our board of directors' authority to issue preferred stock could discourage potential takeover attempts or could delay or prevent a change in control through merger, tender offer, proxy contest or otherwise by making these attempts more difficult or costly to achieve.
 
Colorado law and our Articles of Incorporation protect our directors from certain types of lawsuits, which could make it difficult for us to recover damages from them in the event of a lawsuit.
 
       Colorado law provides that our directors will not be liable to our company or to our stockholders for monetary damages for all but certain types of conduct as directors. Our Articles of Incorporation require us to indemnify our directors and officers against all damages incurred in connection with our business to the fullest extent provided or allowed by law. The exculpation provisions may have the effect of preventing stockholders from recovering damages against our directors caused by their negligence, poor judgment or other circumstances. The indemnification provisions may require our company to use our assets to defend our directors and officers against claims, including claims arising out of their negligence, poor judgment, or other circumstances.
 
We do not expect to pay dividends on common stock.
 
We have not paid any cash dividends with respect to our common stock, and it is unlikely that we will pay any dividends on our common stock in the foreseeable future. Earnings, if any, that we may realize will be retained in the business for further development and expansion.

 
ITEM 2. DESCRIPTION OF PROPERTY.
 
Our principal executive offices are located at 123 North College Avenue, Ste 200, Fort Collins, Colorado 80524, and our telephone number is (970) 212-4770. Our office is leased from an unaffiliated third party under a monthly lease at the rate of $323 per month.  We own no real estate nor have plans to acquire any real estate.

 
ITEM 3. LEGAL PROCEEDINGS.
 
We are not a party to any material legal proceedings, nor is our property the subject of any material legal proceeding.

 
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 
We held no shareholders meeting in the fourth quarter of our fiscal year.
 

PART II
 
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
 
Holders
 
As of December 31, 2013, there were seventy record holders of our common stock and there were 9,517,402 shares of our common stock outstanding.
 
 
 
 
9

 
 
 
Market Information

A limited public market currently exists for shares of our common stock. We began trading on the Over-the-Counter Bulletin Board under the trading symbol WASM in January, 2009. The following table sets forth the high and low closing bid prices of our common stock on for the period indicated in 2013 and 2012.

   
Closing Bid Price
   
High
 
Low
2013
       
 
First Quarter
 $            0.51
 
 $            0.51
 
Second Quarter
 $            0.51
 
 $            0.51
 
Third Quarter
 $            0.51
 
 $            0.51
 
Fourth Quarter
 $            0.33
 
 $            0.33
         
   
Closing Bid Price
   
High
 
Low
2012
       
 
First Quarter
 $            0.60
 
 $            0.60
 
Second Quarter
 $            0.65
 
 $            0.65
 
Third Quarter
 $            0.65
 
 $            0.65
 
Fourth Quarter
 $            0.65
 
 $            0.65
 
 
The common stock has not traded since December 6, 2013. On December 6, 2013, the most recent date that the stock traded, the closing bid price of our common stock in the OTC Bulletin Board was $0.33 per share, volume was 7,500 shares, and the number of shares issued and outstanding was 9,517,402.
 
The Securities Enforcement and Penny Stock Reform Act of 1990
 
The Securities and Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

A purchaser is purchasing penny stock, which limits the ability to sell the stock. Our shares constitute penny stock under the Securities and Exchange Act. The shares will remain penny stock for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.
 
The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the Commission, which:
 
 
contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
     
 
contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of the Securities Act of 1934, as amended;
     
 
contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and the significance of the spread between the bid and ask price;
     
 
contains a toll-free telephone number for inquiries on disciplinary actions;
     
 
defines significant terms in the disclosure document or in the conduct of trading penny stocks; and
     
 
contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation;
 
 
 
 
10

 
 

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer:
 
     
 
the bid and offer quotations for the penny stock;
     
 
the compensation of the broker-dealer and its salesperson in the transaction;
     
 
the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
     
 
monthly account statements showing the market value of each penny stock held in the customer's account.
 
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling their securities.
 
Equity Compensation Plan Information
 
On August 15, 2011, the Company approved the employee compensation plan and granted a total of 200,000 common stock options to our employees. As stated in the compensation plan, these options have a four year term. Fifty percent of the options were vested and exercisable immediately, 25% on the first anniversary date of August 15, 2012 and 25% on the second anniversary date of August 15, 2013. The options have an exercise price of $0.27 per share, which was the fair value of the stock on the day of the grant. Given a risk free rate of 0.99% a volatility input of 99.96% and using the simplified method, the maturity time used in the calculation is 2.375 years. During the years ended December 31, 2013 and 2012, $6,409 and $14,110, respectively was expensed.  All of the options have been expensed as of December 31, 2013.

Stock 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.
 
Dividend Policy
 
We have not previously declared or paid any dividends on our common stock and do not anticipate declaring any dividends in the foreseeable future. The payment of dividends on our common stock is within the discretion of our board of directors. We intend to retain any earnings for use in our operations and the expansion of our business. Payment of dividends in the future will depend on our future earnings, future capital needs and our operating and financial condition, among other factors that our board of directors may deem relevant. We are not under any contractual restriction as to our present or future ability to pay dividends.

 
ITEM 6. SELECTED FINANCIAL DATA

A smaller reporting company is not required to provide the information in this Item.

 
 
 
11

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

This Management’s Discussion and Analysis or Plan of Operation contains forward-looking statements that involve future events, our future performance and our expected future operations and actions. In some cases, you can identify forward-looking statements by the use of words such as “may”, “will”, “should”, “anticipate”, “believe”, “expect”, “plan”, “future”, “intend”, “could”, “estimate”, “predict”, “hope”, “potential”, “continue”, or the negative of these terms or other similar expressions. These forward-looking statements are only our predictions and involve numerous assumptions, risks and uncertainties. Our actual results or actions may differ materially from these forward-looking statements for many reasons, including, but not limited to, the matters discussed in this report under the caption “Risk Factors”. We urge you not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update any forward looking-statements, whether as a result of new information, future events or otherwise.
 
The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes included in this report.
 
Results of Operations
 
For the fiscal year ended December 31, 2013 we had revenue of $276,679. In comparison for the fiscal year ended December 31, 2012 we had revenue of $191,254.  In 2013, we recorded consulting fees of $220,050, of which $116,000 were from a related party. We also recorded $56,629 in management fees from a related party. We recorded consulting fees of $114,500 in the fiscal year ended December 31, 2012, of which $97,500 were from a related party, and $76,754 in management fees, also from a related party.

Operating expenses, which consisted solely of general and administrative expenses, were $376,100 and $329,324, respectively for the years ended December 31, 2013 and 2012. Most of the expenses were related to payroll and contract services.  

For the year ended December 31, 2013 we had net income of $177,274. In comparison for the year ended December 31, 2012 we had net loss of $99,625. The increase in net income was a result of our increase in revenues related to our consulting fees, a small increase in operating expenses and the recording of a Nexcore distribution of $394,800 in Other Income (Expense).

As of December 31, 2013, we hold eight investment positions. All the companies classified as marketable securities are publicly traded and listed on the OTC Bulletin Board. Those classified as nonmarketable are private companies or do not have an active market for their shares. The table below lists the investments and total shares owned by us as of December 31, 2013.

Company Name
 
Shares
   
Units
 
Marketable Securities:
           
  Omni Bio Pharmaceutical, Inc.
    1,707,107       -  
  Hangover Joe's Holding Corporation (formerly
    Accredited Members Holding Corporation)
    928,463       -  
  Silver Verde May Mining Co., Inc.
    246,294       -  
  WestMountain Gold, Inc. (formerly WestMountain
    Index Advisor, Inc.)
    866,000       -  
Total Shares or Units
    3,747,864       -  
                 
Nonmarketable Securities:
               
  SKRP 16, Inc.
    200,000       -  
  NexCore Real Estate LLC (Class B Units)
    -       1,645,000  
  NexCore Healthcare Capital Corp.
    1,645,000       -  
Total Shares or Units
    1,845,000       1,645,000  
   Total
    5,592,864       1,645,000  

Our eighth position involves Marine Exploration, Inc. In 2008 the Company invested $50,000 for 175,000,000 shares of common stock in Marine Exploration, which represented 39% of the outstanding common stock of Marine Exploration. The Company recorded this long-term investment using the equity method of accounting for investments. Any net income or net loss must be recorded against the Company’s investment, not to exceed the original investment of $50,000. Marine Exploration incurred significant losses during 2008, and the investment was reduced to zero. On August 24, 2010, Marine Exploration authorized a reverse split of 1 new share for 500 old shares of their common stock. As of this date, the Company has less than 1% ownership in Marine Exploration.
 
 
 
 
12

 
 
 
Liquidity and Capital Resources.
 
As of December 31, 2013, we had cash or cash equivalents of $57,992.
 
For the fiscal year ended December 31, 2013 net cash used in operating activities was $12,400 compared to net cash used in operating activities for the fiscal year ended December 31, 2012 of $68,309. As of December 31, 2013 we recorded a receivable of $394,800 for a distribution disbursed to record holders of Nexcore Real Estate LLC stock as of December 16, 2013.
 
For the fiscal year ended December 31, 2013 net cash provided by investing activities was $20,135 compared to net cash provided by investing activities for the fiscal year ended December 31, 2012 of $-0-.   In 2013 we sold 763,250 common stock shares of Hangover Joe’s Holding Corporation. We recorded $20,135 in cash and realized a loss on available for sale of marketable securities of $67,530 on the income statement.
 
For the fiscal years ended December 31, 2013 and 2012 net cash flows provided by financing activities were $-0-.  

Over the next twelve months we do not expect any material our capital costs to develop operations.

Our expenses for 2013 have increased over 2012 as we were paying marketing and social media expenses to raise awareness of our Company through our website, Facebook, and YouTube. Part of the marketing services increase was associated with outside marketing contractors that we used to assist us in meeting client deadlines. In 2013 we increased our payroll expense by recording an additional year-end accrual.

During the fiscal year 2013, NexCore Real Estate LLC completed the recapitalization of a portion of its real estate assets. As a result of the recapitalization, on December 16, 2013 the Board of Directors of Nexcore Healthcare Capital Corp, as manager of NexCore Real Estate, authorized a $0.24 per unit cash distribution payable to holders of NexCore Real Estate Class B Units of record on December 20, 2013. On January 6, 2014, we deposited a check in the amount of $394,800 as a result of that distribution.

Currently, we believe that we have sufficient capital to implement our business operations or to sustain them at our present level indefinitely. To date, we have never had any discussions with any possible acquisition candidate nor have we any intention of doing so.

We operate out of one office in Colorado. We have no specific plans at this point for additional offices.   

Off-Balance Sheet Arrangements
 
We have no off-balance sheet arrangements with any party.
 
 Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, or GAAP, requires management to use judgment in the application of accounting policies, including making estimates and assumptions. We base our estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances. These judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If our judgment or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different accounting policies would have been applied resulting in a different presentation of our financial statements. From time to time, we evaluate our estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current information. Below is a discussion of accounting policies that we consider critical in that they may require complex judgment in their application or require estimates about matters that are inherently uncertain.
 
 
 
 
13

 
 
 
Fair Value Measurements
ASC 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. ASC 820 also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows:
     
Level 1:
 
Quoted prices in active markets for identical assets or liabilities;
     
Level 2:
 
Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability; or
     
Level 3:
 
Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions.
 
The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Revenue Recognition
We provide investor relations, website development, video production, and associated marketing and media services to clients. We are paid fees for our services by our clients under written consulting agreements.  As a secondary source of revenue, we raise, invest and manage private equity and direct investment funds for third parties including high net worth individuals and institutions. We earn management fees based on the size of the funds that we manage and incentive income based on the performance of these funds. We do not focus on any particular industry but look at any and all opportunities. We will screen investments with emphasis towards finding opportunities with long term potential.

Revenue is recognized under the full accrual method. Under the full accrual method, profit may be realized in full when funds are invested and managed, provided (1) the profit is determinable and (2) the earnings process is virtually complete (the Company is not obligated to perform significant activities).

Recently Issued Accounting Pronouncements
Management believes there were various other accounting standards and interpretations issued during 2013 and 2012, none of which are expected to have a material impact on the Company’s consolidated financial position, operations, or cash flows.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

A smaller reporting company is not required to provide the information in this Item.
 
 
14

 

 
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
 





 
WestMountain Company

 
CONSOLIDATED FINANCIAL STATEMENTS
 

With
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 


    

 
 
 
15

 
 

 

TABLE OF CONTENTS
 
   
Page
 
       
Report of Independent Registered Public Accounting Firm
   
  F - 2
 
         
Consolidated Balance Sheets at December 31, 2013 and 2012
   
  F - 3
 
         
Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years ended December 31, 2013 and  December 31, 2012
   
  F - 4
 
         
Consolidated Statement of Shareholders’ Equity for the Years ended December 31, 2013 and December 31, 2012
   
  F - 5
 
         
Consolidated Statements of Cash Flows for the Years ended December 31, 2013 and  December 31, 2012
   
  F - 6
 
         
Notes to Consolidated Financial Statements
   
   F - 7
 
 
 
 
 
 
 
 
F-2

 
 


 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 

 
To the Board of Directors
WestMountain Company (formerly WestMountain Asset Management, Inc.)
Fort Collins, Colorado

We have audited the accompanying consolidated balance sheets of WestMountain Company (formerly WestMountain Asset Management, Inc.) and its subsidiaries (collectively, the “Company”) as of December 31, 2013 and 2012 and the related consolidated statements of operations and comprehensive income (loss), changes in shareholders’ deficit, and cash flows for each of the years then ended. 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 an audit 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 audits 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, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of WestMountain Company (formerly WestMountain Asset Management, Inc.) and its subsidiaries as of December 31, 2013 and 2012 and the results of their operations and their cash flows for each of the years then ended in conformity with accounting principles generally accepted in the United States of America.

  
/s/MaloneBailey, LLP

www.malonebailey.com
Houston, Texas
March 14, 2014
 
 
 
 
F-3

 
 
WestMountain Company (formerly WestMountain Asset Management, Inc.)
 
Consolidated Balance Sheets
 
             
   
December 31,
   
December 31,
 
   
2013
   
2012
 
Assets
           
Current Assets:
           
  Cash and cash equivalents
  $ 57,992     $ 50,257  
  Investments in marketable securities
    1,380,879       1,630,964  
  Accounts receivable, related parties
    394,800       37,050  
  Accounts receivable
    14,783       10,000  
  Prepaid expenses
    3,285       2,820  
  Deferred tax asset, net
    79,569       113,037  
  Certificates of deposit
    -       11,817  
      Total current assets
    1,931,308       1,855,945  
                 
Property and equipment, net of accumulated depreciation of
    -       26  
  $9,473 and $9,447, respectively
               
Intangible assets, net of accumulated amortization of $26,266
    793       3,295  
  and $24,367, respectively
               
Investments in nonmarketable securities, at cost
    31,645       31,645  
      Total assets
  $ 1,963,746     $ 1,890,911  
                 
Liabilities and Shareholders' Equity
               
Current Liabilities:
               
  Accounts payable and accrued liabilities
  $ 74,012     $ 28,999  
  Accrued liabilities, related parties
    -       1,000  
  Income tax payable
    33,559       -  
  Deferred revenue
    -       26,000  
      Total current liabilities
    107,571       55,999  
                 
Deferred tax liability
    382,899       443,085  
      Total liabilities
    490,470       499,084  
                 
Shareholders' Equity:
               
  Common stock, $.001 par value; 50,000,000 shares authorized,
               
    9,517,402 shares issued and outstanding
    9,518       9,518  
  Additional paid-in-capital
    927,355       920,946  
  Accumulated deficit
    (114,002 )     (291,276 )
  Other comprehensive income, net
    650,405       752,639  
      Total shareholders' equity
    1,473,276       1,391,827  
Total liabilities and shareholders' equity
  $ 1,963,746     $ 1,890,911  
 
The accompanying notes are an integral part of these consolidated financial statements.

 
 
 
F-4

 
 
 
WestMountain Company (formerly WestMountain Asset Management, Inc.)
 
Consolidated Statements of Operations and Comprehensive Income (Loss)
 
             
   
Years Ended
 
   
December 31,
 
   
2013
   
2012
 
             
Revenue:
           
   Advisory/consulting fees, related parties
  $ 116,000     $ 97,500  
   Advisory/consulting fees
    104,050       17,000  
   Management fees, related parties
    56,629       76,754  
Total revenue
    276,679       191,254  
                 
Operating expenses:
               
   Selling, general and administrative expenses
    376,100       329,324  
Total operating expenses
    376,100       329,324  
                 
Loss from operations
    (99,421 )     (138,070 )
                 
Other income/(expense)
               
   Interest income
    2       11  
   Dividend income on non marketable securities
    16,450       -  
   Distribution income on non marketable securities
    394,800       -  
   Realized loss on available for sale marketable securities
    (67,530 )     -  
Total other income/(expense)
    343,722       11  
                 
Net income (loss) before income taxes
    244,301       (138,059 )
                 
   Income tax expense (benefit)
    67,027       (38,434 )
Net income (loss)
  $ 177,274     $ (99,625 )
                 
Other comprehensive income (loss)
               
  Unrealized loss on investments in marketable equity securities, net of tax
    (102,234 )     (2,654,178 )
Comprehensive income (loss)
  $ 75,040     $ (2,753,803 )
                 
Basic net income (loss) per share
  $ 0.02     $ (0.01 )
Diluted net income (loss) per share
  $ 0.02     $ (0.01 )
Basic weighted average common shares outstanding
    9,517,402       9,517,402  
Diluted weighted average common shares outstanding
    9,611,520       9,517,402  
 
The accompanying notes are an integral part of these consolidated financial statements.

 
 
 
F-5

 
 
 
WestMountain Company (formerly WestMountain Asset Management, Inc.)
 
Consolidated Statement of Shareholders' Equity
 
Years Ended December 31, 2013 and 2012
 
                                       
Accumulated
       
   
Preferred Stock
   
Common Stock
   
Additional
         
Other
       
         
Par
         
Par
   
Paid-in
   
Accumulated
   
Comprehensive
       
   
Shares
   
Value
   
Shares
   
Value
   
Capital
   
Deficit
   
Income (Loss)
   
Total
 
                                                 
Balance at December 31, 2011
    -     $ -       9,517,402     $ 9,518     $ 906,836     $ (191,651 )   $ 3,406,817     $ 4,131,520  
                                                                 
  Unrealized loss on investments
    -       -       -       -       -       -       (2,654,178 )     (2,654,178 )
                                                                 
  Stock-based compensation
    -       -       -       -       14,110       -       -       14,110  
                                                                 
  Net loss
    -       -       -       -       -       (99,625 )     -       (99,625 )
                                                                 
Balance at December 31, 2012
    -       -       9,517,402       9,518       920,946       (291,276 )     752,639       1,391,827  
                                                                 
  Unrealized loss on investments
    -       -       -       -       -       -       (102,234 )     (102,234 )
                                                                 
  Stock-based compensation
    -       -       -       -       6,409       -       -       6,409  
                                                                 
  Net income
    -       -       -       -       -       177,274       -       177,274  
                                                                 
Balance at December 31, 2013
    -     $ -       9,517,402     $ 9,518     $ 927,355     $ (114,002 )   $ 650,405     $ 1,473,276  
 
The accompanying notes are an integral part of these consolidated financial statements.

 
 
 
F-6

 
 
 
WestMountain Company (formerly WestMountain Asset Management, Inc.)
 
Consolidated Statements of Cash Flows
 
             
   
Years Ended
 
   
December 31,
 
   
2013
   
2012
 
Cash flows from operating activities:
           
Net income (loss)
  $ 177,274     $ (99,625 )
Adjustments to reconcile net income (loss) to net cash used in operating activities:
               
  Depreciation and amortization
    2,528       6,506  
  Stock-based compensation expense
    6,409       14,110  
  Realized loss on available for sale marketable securities
    67,530       -  
  Deferred income tax expense (benefit)
    33,468       (38,434 )
    Changes in operating assets and operating liabilities:
               
      Prepaid expenses and other current assets
    11,352       1,127  
      Accounts receivable
    (4,783 )     (5,000 )
      Accounts receivable, related parties
    (357,750 )     (2,377 )
      Accounts payable and accrued liabilities
    45,013       (5,997 )
      Accounts payable, related parties
    (1,000 )     (2,300 )
      Income tax refund receivable
    -       37,681  
      Income tax payable
    33,559       -  
      Deferred revenue
    (26,000 )     26,000  
        Net cash used in operating activities
    (12,400 )     (68,309 )
                 
Cash flows from investing activities:
               
      Proceeds from the sale of available for sale securities
    20,135       -  
        Net cash provided by investing activities
    20,135       -  
                 
Net change in cash and cash equivalents
    7,735       (68,309 )
Cash and cash equivalents, beginning of period
    50,257       118,566  
Cash and cash equivalents, end of period
  $ 57,992     $ 50,257  
                 
Supplemental disclosure of cash flow information:
               
   Cash paid during the period for:
               
     Interest
  $ -     $ -  
     Income taxes
  $ -     $ -  
                 
Non cash investing and financing activities
               
  Unrealized loss on investments in marketable equity securities, net of tax
  $ 102,234     $ 2,654,178  
  Conversion of notes receivable to marketable securities
    -       30,000  
 
The accompanying notes are an integral part of these consolidated financial statements.

 
 
 
F-7

 
 
 
WestMountain Company (formerly WestMountain Asset Management, Inc.)
Notes to Consolidated Financial Statements
 
 

(1)    Nature of Organization and Summary of Significant Accounting Policies
 
Nature of Organization and Basis of Presentation
 
WestMountain Company (“we”, ”our” or the “Company”), formerly known as WestMountain Asset Management, Inc. was incorporated in the state of Colorado on October 18, 2007 and on this date approved its business plan and commenced operations.

As a consultant to both public and private companies, we promote public visibility and market acceptance for our clients. We use a number of techniques to achieve these objectives for our clients, including developing public recognition of their business plans and strategic goals, managing investor relations, and engaging in website development and media production. We also utilize various social media outlets and services to deliver our client’s message. We are paid fees for our services by our clients under written consulting agreements.

Principles of Consolidation
 
Property holding entities and other subsidiaries of which we own 100% of the equity or have a controlling financial interest evidenced by ownership of a majority voting interest are consolidated. All inter-company balances and transactions are eliminated.
 
The accompanying consolidated financial statements include the accounts of WestMountain Company and the following 100% owned subsidiaries, which were active at December 31, 2013:
      
       WestMountain Business Consulting, Inc.
       WestMountain Allocation Analytics, Inc.
       WestMountain Valuation Services, Inc.

Use of Estimates
 
The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Cash and Cash Equivalents
 
The Company considers all highly liquid securities with original maturities of three months or less when acquired to be cash equivalents.  There were no cash equivalents as of December 31, 2013. 

Accounts Receivable
 
Accounts receivable consists of amounts due from the management fees, consulting fees associated with marketing and media consulting and dividends due from a related party. The Company considers accounts more than 30 days old to be past due. The Company uses the allowance method for recognizing bad debts. When an account is deemed uncollectible, it is written off against the allowance. Management records reasonable allowances to fairly represent accounts receivable amounts that are collectible.  For the years ended December 31, 2013 and 2012, the company did not record any allowance against our accounts receivable balance.

Notes Receivable
 
Notes receivable consist of secured loans to unrelated third parties and are reported at the outstanding principal balance. As of December 31, 2011, the principal balance was $30,000, net of an allowance of $60,000. In February 2012, the Company converted its $30,000 convertible note receivable into 200,000 common shares of common stock of SRKP 16, Inc. (see Note 2). As of December 31, 2013 our net note receivable balance was $-0-. Our principal balance is $60,000, with a full allowance against the principal of $60,000.

Allowance for Loss on Note Receivable

The allowance for loss on note receivable is the amount that, in the opinion of management, is necessary to absorb probable losses inherent in the note receivable.  The allowance is determined based upon numerous considerations including local economic conditions, a review of the value of collateral supporting the note receivable and the collectability of the note receivable. As a result of the test of adequacy, required adjustments to the allowance for loan losses are made periodically by changes to the provision for loss on note receivable. As of December 31, 2013 and 2012, the allowance for loss on note receivable was $60,000.
 
 
F-8

 

Revenue
 
We act primarily as a fee-based marketing and media consultant to public companies. As a consultant, we provide investor relations, website development, video production, and associated marketing and media services to clients. We are paid fees for our services by our clients under written consulting agreements.

The Company generates additional revenue by raising, investing and managing private equity and direct investment funds for high net worth individuals and institutions. Revenue is recognized through management fees based on the size of the funds that are managed and incentive income based on the performance of these funds.

The Company recognizes revenue for its services generally when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable and collectability is reasonably assured.

In the general course of business, we receive stock-based compensation for our services. In many cases, the underlying stock is thinly traded and determining the value of revenue requires substantial judgment. If the underlying stock is traded in an active market, the value used to record revenue is based on the quoted market value of the stock. If there is not an active market, then the value is determined using other inputs.

Deferred Revenue

The Company recognizes deferred revenue on a straight line basis over the period for which the services are performed. During 2012 we received $50,000 cash that represented a prepayment for advisory/consulting services to be provided through August 2013. In 2012 we recognized $24,000 of the $50,000 on the income statement for advisory fees. The remaining $26,000 was recognized as advisory fees on the Statements of Operations and Comprehensive Income (Loss) in 2013.

Fair Value of Financial Instruments

On January 1, 2008, the Company adopted ASC 820 Fair Value Measures.  ASC820 defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measures required under other accounting pronouncements, but does not change existing guidance as to whether or not an instrument is carried at fair value. The Company’s estimates of fair value for financial assets and financial liabilities are based on the framework established in SFAS 157. The framework is based on the inputs used in valuation and gives the highest priority to quoted prices in active markets and requires that observable inputs be used in the valuations when available. The disclosure of fair value estimates in the ASC 820 hierarchy is based on whether the significant inputs into the valuation are observable. In determining the level of the hierarchy in which the estimate is disclosed, the highest priority is given to unadjusted quoted prices in active markets and the lowest priority to unobservable inputs that reflect the Company’s significant market assumptions. The three levels of the hierarchy are as follows:

Level 1: Unadjusted quoted market prices for identical assets or liabilities in active markets that the Company has the ability to access.
 
Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets in inactive markets; or valuations based on models where the significant inputs are observable (e.g., interest rates, yield curves, default rates, etc.) or can be corroborated by observable market data.
 
Level 3: Valuations based on models where significant inputs are not observable. The unobservable inputs reflect the Company’s own assumptions about the assumptions that market participants would use.

The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The carrying amounts of financial assets require to be measured at fair value on a recurring basis including our major assets that approximates fair value as determined by using the future expected net cash flows on the sale of the investments.

The following methods and assumptions were used to estimate the fair value of the Company’s investments in available-for-sale marketable securities:
 
 
F-9

 

Available-for-sale securities are recorded at fair value. We primarily own securities in smaller public companies that are thinly traded. Determining fair value requires substantial judgment. For common stock securities, we first determine whether or not the stock is traded in an active market. Securities traded in an active market are marked-to-market using the quoted market price of the stock and are classified as Level 1 inputs. Securities that do not have an active market are measured using unobservable inputs, and are classified as Level 3 inputs.

Unrealized holding gains and losses on available-for-sale securities are excluded from earnings and are reported as a separate component of other comprehensive income (loss) until realized.  Realized gains and losses from the sale of available-for-sale securities are determined on a specific identification basis.
 
A decline in the market value of any available-for-sale security below cost that is deemed to be other than temporary results in a reduction in carrying amount to fair value. The impairment is charged to earnings and a new cost basis for the security is established.  Premiums and discounts are amortized or accreted over the life of the related available-for-sale security as an adjustment to yield using the effective interest method.  Dividend and interest income are recognized when earned.
 
Available-for-sale securities are accounted for on a specific identification basis.  As of December 31, 2013 and 2012, the Company held available-for-sale securities with an aggregate fair value of $1,380,879 and $1,630,964, respectively.  As of December 31, 2013 and 2012, all of our available-for-sale securities were invested in publically traded equity holdings. The Company recognized unrealized losses, net of tax, in accumulated other comprehensive income as of December 31, 2013 and 2012 in the amounts of $102,234 and $2,654,178, respectively. (See Note 2 for details of available for sale investments).

 The Company’s assets measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820 at December 31, 2013, were as follows:
 
 
Quoted Prices in
Significant
   
 
Active Markets for
Other
Significant
 
 
Identical Assets and
Observable
Unobservable
Balance as of
 
Liabilities
Inputs
Inputs
December 31,
Description
(Level 1)
(Level 2)
(Level 3)
2013
Assets:
       
Available-for-sale
       
  marketable securities
 $                1,380,879
 $                   -
 $                   -
 $               1,380,879

The Company’s assets measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820 at December 31, 2012, were as follows:

 
Quoted Prices in
Significant
   
 
Active Markets for
Other
Significant
 
 
Identical Assets and
Observable
Unobservable
Balance as of
 
Liabilities
Inputs
Inputs
December 31,
Description
(Level 1)
(Level 2)
(Level 3)
2012
Assets:
       
Available-for-sale
       
  marketable securities
 $                1,630,964
 $                   -
 $                   -
 $               1,630,964
 
Property and Equipment and Intangibles
 
Computers and intangibles are stated at cost. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the related assets, ranging from three to seven years. Expenditures for repairs and maintenance are charged to expense when incurred. Expenditures for major renewals and betterments, which extend the useful lives of existing computers and intangibles, are capitalized and depreciated or amortized. Upon retirement or disposition of computers and intangibles, the cost and related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is recognized in the statements of operations.

 
F-10

 
 
Long-Lived Assets
 
All long-lived assets are reviewed when events or changes in circumstances indicate that the carrying amounts of such assets may not be recoverable. An impairment loss is recognized when estimated undiscounted cash flows that can be generated by those assets are less than the carrying value of the assets. When an impairment loss is recognized, the carrying amount is reduced to its estimated fair value based on appraisals or other reasonable methods to estimate fair value. There was no impairment of long-lived assets as of December 31, 2013 and 2012.
 
Investments in Marketable and Nonmarketable Securities
 
The Company reports its investments in marketable securities on the balance sheet as available for sale.  Investments are deemed to be marketable when they are investments in public companies. Some of the investments reflect the original cost of the investment due to low volume of trading of the investment, and other investments reflect the original cost of the investments and unrealized gain/loss amounts based on the market price as of the date of the financial statements.  Any tax adjustment related to the unrealized gain/loss is reflected as a deferred tax asset or liability on the balance sheet.
 
Other comprehensive income (OCI) is made up of the unrealized gain/loss amounts related to the available for sale investments of the Company.  The OCI balance is recorded net of tax.
 
The Company reports its investments in nonmarketable securities on balance sheet using the cost method. Investments are deemed to be nonmarketable when they are investments in private companies. Investments in nonmarketable securities reflect the original cost of the investment

Equity Method Investments 
 
For investments that represent significant influence in the investee, the Company follows ASC 323 Investments—Equity Method and Joint Ventures when recognizing these investments in the financial statements.  Under this method, any net income or net loss must be recorded against the Company’s investment, not to exceed the original investment and recognized as additional income or loss on the Company’s income statement. In 2008 the Company acquired 39% of the outstanding shares of Marine Exploration, Inc. for $50,000 and accounted for this investment under the equity method. As of December 31, 2013 and 2012, the Company’s investment in Marine Exploration is zero due to significant losses of the investee.

Income Taxes

Deferred income tax assets and liabilities are recognized for the expected future income tax consequences of events that have been included in the consolidated financial statements or income tax returns. Deferred income tax assets and liabilities are determined based on differences between the financial statement and tax bases of assets and liabilities using tax rates in effect for the years in which the differences are expected to reverse.

In evaluating the ultimate realization of deferred income tax assets, management considers whether it is more likely than not that the deferred income tax assets will be realized. Management establishes a valuation allowance if it is more likely than not that all or a portion of the deferred income tax assets will not be utilized. The ultimate realization of deferred income tax assets is dependent on the generation of future taxable income, which must occur prior to the expiration of the net operating loss carry forwards.

The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions.  The Company has identified its federal tax return and its state tax return in Colorado as “major” tax jurisdictions, as defined.  The Company is not currently under examination by the Internal Revenue Service or any other jurisdiction.  The Company believes that its income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material adverse effect on the Company’s financial condition, results of operations, or cash flow.  Therefore, no reserves for uncertain income tax positions have been recorded. 

Earnings per Share
 
Basic income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding. Diluted income per share is determined by dividing the net income by the sum of (1) the weighted average number of common shares outstanding and (2) if not anti-dilutive, the effect of stock awards determined utilizing the treasury stock method.  The dilutive effect of the outstanding awards for the years ended December 31, 2013 and 2012 was 94,118 and -0- shares, respectively.
 
 
F-11

 
 

Recently Issued Accounting Pronouncements
 
There were various other accounting standards and interpretations issued during 2013 and 2012. However, management does not expect any of these to have a material impact on the Company’s consolidated financial position, operations, or cash flows.


(2)    Investments

Equity Method Investments

In 2008 the Company invested $50,000 for 175,000,000 shares of common stock in Marine Exploration, which represented 39% of the outstanding common stock of Marine Exploration. The Company recorded this long-term investment using the equity method of accounting for investments. Any net income or net loss must be recorded against the Company’s investment, not to exceed the original investment of $50,000. Marine Exploration incurred significant losses during 2008, and the investment was reduced to zero. On August 24, 2010, Marine Exploration authorized a reverse split of 1 new share for 500 old shares of their common stock. As of this date, the Company has less than 1% ownership in Marine Exploration.
 
Investments in Available for Sale Marketable Securities

The Company’s investments in available for sale marketable securities as of December 31, 2013 and 2012 are summarized below.

               
As of December 31, 2013
 
                           
Accumulated
 
               
Share
   
Market/Cost
   
Unrealized
 
Company Name
 
Shares
   
Cost
   
Price
   
Value
   
Gain/(Loss)
 
                               
  Omni Bio Pharmaceutical, Inc.
    1,707,107     $ 193,634     $ 0.3837     $ 655,016     $ 461,382  
  Hangover Joe's Holding Corporation
    (formerly Accredited Members
    Holding Corporation)
    928,463       106,641       0.0173       16,061       (90,580 )
  Silver Verde May Mining Co., Inc
    246,294       46,488       0.2800       68,962       22,474  
  WestMountain Gold, Inc. (formerly
    WestMountain Index Advisor, Inc.)
    866,000       866       0.7400       640,840       639,974  
Totals
    3,747,864     $ 347,629             $ 1,380,879     $ 1,033,250  

               
As of December 31, 2012
 
                           
Accumulated
 
               
Share
   
Market/Cost
   
Unrealized
 
Company Name
 
Shares
   
Cost
   
Price
   
Value
   
Gain/(Loss)
 
                               
  Omni Bio Pharmaceutical, Inc.
    1,707,107     $ 193,634     $ 0.500     $ 853,553     $ 659,919  
  Hangover Joe's Holding Corporation
    (formerly Accredited Members
    Holding Corporation)
    1,691,713       194,306       0.075       126,878       (67,428 )
  Silver Verde May Mining Co., Inc.
    246,294       46,488       0.180       44,333       (2,155 )
  WestMountain Gold, Inc. (formerly
    WestMountain Index Advisor, Inc.)
    866,000       866       0.700       606,200       605,334  
Totals
    4,511,114     $ 435,294             $ 1,630,964     $ 1,195,670  

Investments in Nonmarketable Securities

During December 2012, NexCore Healthcare Capital Corp. entered into a restructuring whereby the Company received a stock dividend consisting of 1,645,000 Class B Units of NexCore Real Estate, LLC. NexCore Real Estate is a private company with no market for its stock. The stock dividend received in NexCore Real Estate was recorded at its cost basis which was $0. The investment in NexCore Healthcare is deemed to be nonmarketable because there is no active market for its stock. The investment in NexCore Healthcare is recorded at its original cost basis of $1,645.

During February 2012, the Company converted its $30,000 convertible note receivable into 200,000 common shares of SKRP 16, Inc. This investment is recorded at our cost of $30,000. SKRP is in the process of obtaining their ticker symbol. As no market exists for the shares, this investment is deemed an investment in nonmarketable securities and is accounted for under the cost method.
 
 
F-12

 
 
The Company’s investments in nonmarketable securities accounted for under the cost method as of December 31, 2013 are summarized below.

Nonmarketable Securities:
 
Shares
   
Units
   
Cost
 
  SKRP 16, Inc.
    200,000       -       30,000  
  Nexcore Real Estate LLC (Class B Units)
    -       1,645,000       -  
  NexCore Healthcare Capital Corp.
    1,645,000       -       1,645  
Total Shares or Units
    1,845,000       1,645,000       31,645  
   Total
    5,592,864       1,645,000       379,274  

(3)    Related Parties
 
Bohemian Companies, LLC and BOCO Investments, LLC are two companies under common control.  Mr. Klemsz, our President, has been the Chief Investment Officer of BOCO Investments, LLC since March 2007.  Since there is common control between the two companies and a relationship with our Company President, we are considering all transactions with Bohemian Companies, LLC and BOCO Investments, LLC, related party transactions.

 On January 1, 2008, we entered into a Service Agreement with Bohemian Companies, LLC to provide us with certain defined services. These services include financial, bookkeeping, accounting, legal and tax matters, as well as cash management, custody of assets, preparation of financial documents, including tax returns and checks, and coordination of professional service providers as may be necessary to carry out the matters covered by the Service Agreement.  We compensate Bohemian Companies, LLC by reimbursing this entity for the allocable portion of the direct and indirect costs of each employee of Bohemian Companies, LLC that performs services on our behalf. We receive invoices monthly from Bohemian Companies, LLC. This Service Agreement matures on December 31, 2014.  Total expenses incurred with Bohemian Companies were $12,000 for the years ending December 31, 2013 and 2012.  As of December 31, 2013 and 2012, the Company had a balance due to Bohemian Companies, LLC of $-0- and $1,000, respectively.
 
For the years ended December 31, 2013 and 2012 the Company recorded management fee revenues of $56,629 and $76,754, respectively, for asset management services performed on behalf of WestMountain Prime, LLC, a related party. The Company and WestMountain Prime, LLC are under common principal ownership.  The Company earns management fees based on the size of the funds managed, and incentive income based on the performance of the funds. This agreement was terminated during September 2013.
 
For the year ended December 31, 2013 and 2012, the Company recorded aggregate advisory/consulting revenue of $220,050 and $114,500 respectively. Of the $220,050 and $114,500 recorded advisory/consulting revenue in 2013 and 2012, $116,000 and $97,500 is related party revenue. This advisory/consulting fee revenue relates to services performed on behalf of Nexcore Group LP and WestMountain Gold, Inc., formerly known as WestMountain Index Advisor, Inc. The related parties and the Company have common affiliates.

As of December 31, 2013 and 2012, the Company recorded $394,800 and $37,050, respectively, as accounts receivable related party on its balance sheet.  In 2013, one of the Company’s investments declared a distribution of $394,800. We recorded the distribution as related party accounts receivable. The receivable was collected in January 2014. The 2012 amount represents third and fourth quarter management fees that were due from WestMountain Prime, LLC. The total amount was collected in the following quarter.

In 2013, NexCore Real Estate completed the recapitalization of a portion of its real estate assets. As a result of the recapitalization, on December 16, 2013 the Board of Directors of Nexcore Healthcare Capital Corp, as manager of NexCore Real Estate, authorized a $0.24 per unit cash dividend payable to holders of NexCore Real Estate Class B Units of record on December 20, 2013. On January 6, 2014, we deposited a check in the amount of $394,800 as a result of that dividend. NexCore Healthcare Capital Corp. also declared a cash dividend during 2013 for which the Company received $16,450.
 
 
F-13

 

 
As of December 31, 2013 and 2012, the following investments in marketable and nonmarketable securities were held in related parties due to common principal ownership:

   
December 31, 2013
   
December 31, 2012
 
               
Market/Cost
         
Market/Cost
 
Company Name
 
Shares
   
Units
   
Value
   
Shares
   
Value
 
Marketable Securities:
                             
  Hangover Joe's Holding Corporation (formerly
                             
    Accredited Members Holding Corporation)
    928,463       -     $ 16,061       1,691,713     $ 126,878  
  WestMountain Index Advisor, Inc.
    866,000       -       640,840       866,000       606,200  
Totals
    1,794,463       -     $ 656,901       2,557,713     $ 733,078  
                                         
Nonmarketable Securities:
                                       
  Nexcore Real Estate LLC Class B Units
    -       1,645,000     $ -       -     $ -  
  NexCore Healthcare Capital Corp.
    1,645,000       -       1,645       1,645,000       1,645  
Totals
    1,645,000       1,645,000     $ 1,645       1,645,000     $ 1,645  

 
(4)    Stockholders Equity
 
Common stock

No common shares were issued or retired during the years ended December 31, 2013 and 2012.

Stock options

On August 15, 2011, the Company approved the employee compensation plan and granted a total of 200,000 common stock options, to our employees. As stated in the compensation plan, these options have a four year term. 50% of the options will become vested and exercisable immediately, 25% on the first anniversary date of August 15, 2011, and 25% on the second anniversary date of August 15, 2012. The options have an exercise price of $0.27 per share, which was the fair value of the stock on the day of the grant. The fair value of the options was determined to be $41,038 using the Black-Scholes option pricing model and the following key assumptions: market price of common stock of $0.27, a risk free rate of 0.99%, a volatility of 99.96% and an expected term of 2.375 years using the simplified method. During the years ended December 31, 2013 and 2012, $6,409 and $14,110, respectively was expensed. 

 The following table presents the activity stock options during the years ended December 31, 2013 and 2012:
 
         
Weighted
 
         
Average
 
   
Options
   
Exercise Price
 
Outstanding - December 31, 2011
    200,000     $ 0.27  
Granted
    -       -  
Forfeited/canceled
    -       -  
Exercised
    -       -  
Outstanding - December 31, 2012
    200,000     $ 0.27  
Granted
    -       -  
Forfeited/canceled
    -       -  
Exercised
    -       -  
Outstanding - September 30, 2013
    200,000     $ 0.27  

The weighted average remaining life of these 200,000 options as of December 31, 2013 and 2012 was 1.6 and 2.6 years, respectively.

The following table presents the composition of options outstanding and exercisable as of December 31, 2013 and 2012. The exercisable options have an intrinsic value of $12,000 and $24,000 as of December 31, 2013 and 2012, respectively.
 
As of December 31, 2013:
               
     
Options Outstanding
 
Options Exercisable
 
Range of Exercise Prices
 
Number
 
Life
 
Number
 
Price
 
0.27
 
200,000
 
1.6
 
 200,000
 
0.27
                   
As of December 31, 2012:
               
     
Options Outstanding
 
Options Exercisable
 
Range of Exercise Prices
 
Number
 
Life
 
Number
 
Price
 
0.27
 
 200,000
 
2.6
 
100,000
 
0.27

 
F-14

 
 
(5)    Commitments and Contingencies
 
Based on currently available information, the Company believes that it is remote that future costs related to known contingent liability exposures will exceed current accruals by an amount that would have a material adverse impact on our financial statements. As the Company learns new facts concerning contingencies, the Company reassesses its position both with respect to accrued liabilities and other potential exposures. In the case of all known contingencies, the Company accrues a liability when the loss is probable and the amount is reasonably estimable. The Company does not reduce these liabilities for potential insurance or third-party recoveries.
 

(6)   Income Taxes

The Company records deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

The provision of income taxes consists of the following for the years ended December 31, 2013 and 2012:
 
   
2013
   
2012
 
Current:
           
Federal
  $ 31,976     $ (4,165 )
State
    1,583       -  
Total current
    33,559       (4,165 )
Deferred:
               
Federal
    25,883       (32,234 )
State
    7,585       (2,035 )
Total deferred
    33,468       (34,269 )
                 
Income tax expense (benefit)
  $ 67,027     $ (38,434 )

Deferred tax assets and liabilities consisted of the following as of December 31, 2013 and 2012:

   
2013
   
2012
 
 Deferred tax assets:
           
 Current
           
 Compensation Accruals
  $ 13,229     $ 3,054  
 Investments in Flow Through Entities
    26,512       -  
 Bad Debt Reserve
    15,367       15,367  
 Prepaid Expenses
    (842 )     (722 )
 Fixed Assets
    1,618       1,413  
 Unrealized Losses
    13,175       13,175  
 Interest Payable - Related Party
    -       -  
 Other
    -       -  
 Equity / Option Compensation
    10,510       8,869  
 Net operating loss carryforwards
    -       71,881  
 Total current deferred tax asset
    79,569       113,037  
 Long-term
               
 Net operating loss carryforwards
    -       -  
 Accumulated OCI
    (382,899 )     (443,085 )
 Other Liabilities
    -       -  
 Total long-term deferred tax asset net
    (382,899 )     (443,085 )
                 
 Total deferred tax assets
    (303,330 )     (330,048 )
 Valuation allowance
    -       -  
 Net deferred tax assets
  $ (303,330 )   $ (330,048 )


 
F-15

 

 
The benefit for income taxes differs from the amount computed by applying the U.S. federal income tax rate of 35% to loss before income taxes as follows for the years ended December 31, 2013 and 2012:

   
2013
   
2012
 
             
 U.S. federal income tax expense\(benefit) at statutory rates
    53,699       (30,373 )
 Permanent differences
    19       24  
 State income tax expense\(benefit), net of federal impact
    8,820       (2,035 )
 Other
    4,490       (6,050 )
 Change in valuation allowance
    -       -  
      67,027       (38,434 )

 
(7)   Subsequent Events

On January 3, 2014, NexCore Healthcare Capital Corp. declared a $0.10 per share cash dividend to holders of NexCore common stock of record on January 16, 2014. As of that date, the Company owned 1,645,000 shares of common stock and received a cash dividend of $164,500.


 
F-16

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

We did not have any disagreements on accounting and financial disclosures with our present accounting firm during the reporting period.


ITEM 9A(T). CONTROLS AND PROCEDURES.

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act. As a result of this evaluation, we identified no material weaknesses in our internal control over financial reporting as of December 31, 2012.  Accordingly, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2013.

Management’s Annual Report on Internal Control Over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and 15d-(f) under the Exchange Act. Our internal control over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U. S. generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:
 
i.            pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
ii.            provide reasonable assurance that transactions are recorded as necessary to permit the preparation of our  consolidated financial statements in  accordance with U. S. generally accepted accounting principles, and  that our receipts and expenditures are being made only in accordance with  authorizations of our management and directors; and
iii.           provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.
 
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2013. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.

Management has concluded that our internal control over financial reporting was effective as December 31, 2013.
 
 
 
 
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Inherent Limitations Over Internal Controls

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations, including the possibility of human error and circumvention by collusion or overriding of controls. Accordingly, even an effective internal control system may not prevent or detect material misstatements on a timely basis. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
 
Changes in Internal Control Over Financial Reporting.

We have made no change in our internal control over financial reporting during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Attestation Report of the Registered Public Accounting Firm.

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report on Form 10-K.


ITEM 9B. OTHER INFORMATION.

Nothing to report.

 
 
 
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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Set forth below is the name of the sole director and officer of the Company, all positions and offices with the Company held, the period during which he has served as such, and the business experience during at least the last five years:
 
     Name
 
Age
 
Positions and Offices Held
Steven Anderson
 
52
 
President
Brian L. Klemsz
 
55
 
Treasurer, Director
 Joni K Troska
 
54
 
Secretary
 
Mr. Anderson has been our President since May, 2011. He was director of Marketing and Development for EnviroPest, a large privately owned pest control company from June 2009 to May 2011. From June 2008 to June 2009 he served as Marketing Director for Pillar Capital, LLC and from December 1996 to May 2007 was Pastor of Media Ministries at Resurrection Fellowship church in Loveland, Colorado. He also served as radio play-by-play announcer for Colorado State University football and basketball from 1989 to 1997. Mr. Anderson received his Bachelor of Science in Communications from Oral Roberts University in 1983.

Mr. Klemsz has been our Treasurer and sole Director since our inception and President from inception until May, 2011. Since March, 2007, he has been the Chief Investment Officer of BOCO Investments, LLC.  He was President and Chief Investment Officer for GDBA Investments, LLLP, a private investment partnership from May 2000 until February 2007. He is currently also the President, Treasurer, and sole Director of WestMountain Distressed Debt, Inc., and WestMountain Alternative Energy, Inc., which are public companies. He is also a member of the Board of Directors of NexCore Healthcare Capital Corp., a public company formerly known as CapTerra Financial Group, Inc. and is Chairman of their Board’s audit committee. Mr. Klemsz received a Masters of Science in Accounting and Taxation in 1993 and a Masters of Science in Finance in 1990 from Colorado State University. He received his Bachelor of Science degree from the University of Colorado in 1981.

Ms. Troska has been the Company’s Secretary since March 2010. She was corporate Secretary of CapTerra Financial Group, Inc. (“CPTA”), a public company, now known as NexCore Healthcare Capital Corp., from January 20, 2009 to September 29, 2010. As of August 2009 she was appointed Treasurer and Chief Financial Officer of CPTA.  Prior to 2009 she was Secretary-Treasurer from its inception in April, 2003 until 2005.  She is no longer either an officer or director of CPTA as of October, 2010. She currently serves as corporate Secretary of WestMountain Alternative Energy, Inc. and WestMountain Distressed Debt, Inc., both public companies. She started SP Business Solutions, a business consulting service, in April, 2002. Prior to that period, she was employed for fourteen years as the General Accounting Manager and financial liaison for software implementations and acquisition integration by Advanced Energy Industries, Inc., a public international electronics manufacturing company, in Fort Collins, Colorado.  While employed by Advanced Energy, she obtained her business degree in July 2001.

Family Relationships
 
There are no family relationships among our directors and executive officers. No director or executive officer has been a director or executive officer of any business which has filed a bankruptcy petition or had a bankruptcy petition filed against it. No director or executive officer has been convicted of a criminal offense within the past five years or is the subject of a pending criminal proceeding. No director or executive officer has been the subject of any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities. No director or officer has been found by a court to have violated a federal or state securities or commodities law.
 
 
 
 
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Committees of the Board of Directors

There are no committees of the Board of Directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 (the “34 Act”) requires our officers and directors and persons owning more than ten percent of the Common Stock, to file initial reports of ownership and changes in ownership with the Securities and Exchange Commission (“SEC”). Additionally, Item 405 of Regulation S-K under the 34 Act requires us to identify in its Form 10-K and proxy statement those individuals for whom one of the above referenced reports was not filed on a timely basis during the most recent year or prior years. We have nothing to report in this regard.
 
Code of Ethics

Our board of directors has not adopted a code of ethics but plans to do so in the future.

Options/SAR Grants and Fiscal Year End Option Exercises and Values

Effective August 15, 2011, our board of directors adopted and approved a new Equity Compensation Plan.(the 2011 Plan) . Our shareholders approved this Plan in December, 2011.  A total of 500,000 common shares have been reserved under the 2011 Plan.

The purpose of the 2011 Plan is to provide a means for us and our subsidiaries and other designated affiliates, which we refer to as Related Entities, to attract key personnel to provide services to our company and the Related Entities, as well as, to provide a means whereby those key persons can acquire and maintain stock ownership, thereby strengthening their commitment to the welfare of our company and its Related Entities and promoting the mutuality of interests between participants and our shareholders. A further purpose of the 2011 Plan is to provide participants with additional incentive and reward opportunities designed to enhance the profitable growth of our company and its Related Entities, and provide participants with annual and long term performance incentives to expend their maximum efforts in the creation of shareholder value.

The terms of the 2011 Plan provide for grants of stock options and restricted stock awards and performance awards that may be settled in cash, stock or other property. As of September 1, 2011, two awards have been granted under the 2011 Plan. Mr. Steve Anderson received an option to acquire a total of 160,000 common shares of the Company, all at a price of $ 0.27 per share. Ms Joni Troska received an option to acquire a total of 40,000 common shares of the Company, all at a price of $ 0.27 per share.

Otherwise, we have not had a stock option plan or other similar incentive compensation plan for officers, directors and employees, and no stock options, restricted stock or SAR grants were granted or were outstanding at any time. 
 
 
 
 
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Item 11. EXECUTIVE COMPENSATION
 
Beginning in May, 2011, our President, Mr. Anderson receives a salary of $120,000 per annum, plus a stock option to acquire a total of 160,000 common shares of the Company, all at a price of $ 0.27 per share. We reimburse Mr. Anderson for all necessary and customary business related expenses. We have no plans or agreements which provide health care, insurance or compensation on the event of termination of employment or change in our control.

Ms. Joni Troska, was appointed our corporate Secretary on March 19, 2009. In May 2011, she was hired as a part-time accountant and receives a salary of $48,000. Ms Troska also received an option to acquire a total of 40,000 common shares of the Company, all at a price of $ 0.27 per share.

Otherwise, our officers and director are not accruing any compensation pursuant to any agreement with us.
 
Finally, no retirement, pension, profit sharing, or insurance programs or other similar programs have been adopted by us for the benefit of our employees.

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

The following sets forth the number of shares of our $0.001 par value common stock beneficially owned by (i) each person who, as of December 31, 2013, was known by us to own beneficially more than five percent (5%) of its common stock; (ii) our individual Directors and (iii) our Officers and Directors as a group. A total of 9,517,402 common shares were issued and outstanding as of December 31, 2013.
 
 
 
 
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 Name and Address
Amount and Nature of
Percent
 of Beneficial Owner
Beneficial Ownership(1)(2)
of Class
     
WestMountain Blue, LLC(3) 8,505,652 89.4%
123 North College Avenue, Ste 200
   
Fort Collins, Colorado 80524    
     
Brian L. Klemsz
(3)
-0-
123 North College Avenue, Ste 200
   
Fort Collins, Colorado 80524
   
     
Steve Anderson (4)
123 North College Avenue, Ste 200
Fort Collins, Colorado 80524
  -0-  -0-
 
Joni K. Troska(5)
100,000
 1.05%
123 North College Avenue, Ste 200
   
Fort Collins, Colorado 80524
   
     
All Officers and Directors as a Group
1,528,950
16.0%
(three persons)
   
______________

    All ownership is beneficial and of record, unless indicated otherwise.
    The Beneficial owner has sole voting and investment power with respect to the shares shown. 
    Mr. Klemsz owns 16.8% of WestMountain Blue, LLC.
   (4) Anderson has an option to acquire a total of 160,000 common shares of the Company, all at a price of $ 0.27 per share.
   (5) Ms. Troska has a stock option to acquire a total of 40,000 common shares of the Company, all at a price of $ 0.27 per share.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Bohemian Companies, LLC and BOCO Investments, LLC are two companies under common control.  Mr. Klemsz, our President, has been the Chief Investment Officer of BOCO Investments, LLC since March 2007.  Since there is common control between the two companies and a relationship with our Company President, we are considering all transactions with Bohemian Companies, LLC and BOCO Investments, LLC, related party transactions.

 
 
 
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On January 1, 2008, we entered into a Service Agreement with Bohemian Companies, LLC to provide us with certain defined services. These services include financial, bookkeeping, accounting, legal and tax matters, as well as cash management, custody of assets, preparation of financial documents, including tax returns and checks, and coordination of professional service providers as may be necessary to carry out the matters covered by the Service Agreement.  We compensate Bohemian Companies, LLC by reimbursing this entity for the allocable portion of the direct and indirect costs of each employee of Bohemian Companies, LLC that performs services on our behalf. We receive invoices monthly from Bohemian Companies, LLC. This Service Agreement matures on December 31, 2014.  Total expenses incurred with Bohemian Companies were $12,000 for the years ending December 31, 2013 and 2012.  As of December 31, 2013 and 2012, the Company had a balance due to Bohemian Companies, LLC of $-0- and $1,000, respectively.
 
For the years ended December 31, 2013 and 2012 the Company recorded management fee revenues of $56,629 and $76,754, respectively, for asset management services performed on behalf of WestMountain Prime, LLC, a related party. The Company and WestMountain Prime, LLC are under common principal ownership.  The Company earns management fees based on the size of the funds managed, and incentive income based on the performance of the funds. The agreement was terminated in September 2013.
 
For the year ended December 31, 2013 and 2012, the Company recorded aggregate advisory/consulting revenue of $220,050 and $114,500 respectively. Of the $220,050 and $114,500 recorded advisory/consulting revenue in 2013 and 2012, $116,000 and $97,500 is related party revenue. This advisory/consulting fee revenue relates to services performed on behalf of Nexcore Group LP and WestMountain Gold, Inc., formerly known as WestMountain Index Advisor, Inc. The related parties and the Company have common affiliates.
 
As of December 31, 2013 and 2012, the Company recorded $394,800 and $37,050, respectively, as accounts receivable related party on its balance sheet.  In 2013, one of the Company’s investments declared a distribution of $394,800. We recorded the distribution as a related accounts receivable. The receivable was collected in January 2014. The 2012 amount represents third and fourth quarter management fees that were due from WestMountain Prime, LLC. The total amount was collected in the following quarter.

During the fiscal year 2013, the Company recorded a cash dividend from NexCore Healthcare Capital Partners and a cash distribution from NexCore Real Estate, LLC. On January 25, 2013, Nexcore Healthcare declared a $0.01 per share cash dividend payable on February 18, 2013 to holders of NexCore common stock of record on February 4, 2013. In addition, NexCore Real Estate recently completed the recapitalization of a portion of its real estate assets. As a result of the recapitalization, on December 16, 2013 the Board of Directors of Nexcore Healthcare Capital Corp, as manager of NexCore Real Estate, authorized a $0.24 per unit cash distribution payable to holders of NexCore Real Estate Class B Units of record on December 20, 2013. On January 6, 2014, we deposited a check in the amount of $394,800 as a result of that distribution.

As of December 31, 2013 and 2012, the Company recorded $394,800 and $37,050, respectively, as accounts receivable related party on its balance sheet.  In 2013, one of the Company’s investments declared a distribution of $394,800. We recorded the distribution as a related accounts receivable. The receivable was collected in January 2014. The 2012 amount represents third and fourth quarter management fees that were due from WestMountain Prime, LLC. The total amount was collected in the following quarter.
 
 
 
 
22

 
 

As of December 31, 2013 and 2012, the following investments in marketable and nonmarketable securities were held in related parties due to common principal ownership:

   
December 31, 2013
   
December 31, 2012
 
               
Market/Cost
         
Market/Cost
 
Company Name
 
Shares
   
Units
   
Value
   
Shares
   
Value
 
Marketable Securities:
                             
  Hangover Joe's Holding Corporation (formerly
                             
    Accredited Members Holding Corporation)
    928,463       -     $ 16,061       1,691,713     $ 126,878  
  WestMountain Index Advisor, Inc.
    866,000       -       640,840       866,000       606,200  
Totals
    1,794,463       -     $ 656,901       2,557,713     $ 733,078  
                                         
Nonmarketable Securities:
                                       
  Nexcore Real Estate LLC Class B Units
    -       1,645,000     $ -       -     $ -  
  NexCore Healthcare Capital Corp.
    1,645,000       -       1,645       1,645,000       1,645  
Totals
    1,645,000       1,645,000     $ 1,645       1,645,000     $ 1,645  

 
ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our independent auditor, MaloneBailey, LLP, Certified Public Accountants billed an aggregate of $29,500 for the year ended December 31, 2013 and for professional services rendered for the audit of the Company's annual financial statements and review of the financial statements included in our quarterly reports. MaloneBailey, LLP, Certified Public Accountants, billed an aggregate of $49,500 for the year ended December 31, 2012 and for professional services rendered for the audit of the Company's annual financial statements and review of the financial statements included in our quarterly reports.

We do not have an audit committee and as a result our board of directors performs the duties of an audit committee. Our board of directors evaluates the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services.

 
 
 
 
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ITEM 15. EXHIBITS FINANCIAL STATEMENT SCHEDULES.

The following financial information is filed as part of this report:

(1) FINANCIAL STATEMENTS

(2) SCHEDULES
 
(3) EXHIBITS. The following exhibits required by Item 601 to be filed herewith are incorporated by reference to previously filed documents:

 
Exhibit
Number
 
 
                       Description
   
3.1*
Articles of Incorporation
3.2*
Bylaws
3.3***
Amendment to Articles of Incorporation
10.1**
Service Agreement With Bohemian Companies, LLC
31.1
Certification of CEO/CFO pursuant to Sec. 302
32.1
Certification of CEO/CFO pursuant to Sec. 906

            * Previously filed with Form SB-2 Registration Statement, January 2, 2008
          ** Previously filed with Form 10-KSB Registration Statement, February 29, 2008
         *** Previously filed under cover of Form 8K, February 27, 2014
 
 
 
 
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SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 14, 2014.


 
WESTMOUNTAIN ASSET MANAGEMENT, INC.
     
 
By:     
/s/ Brian L. Klemsz
 
Brian L. Klemsz
 
Chief Executive Officer and  Chief Financial Officer
(principal executive officer and principal financial and accounting officer)
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacity and on the date indicated.

     
Date: March 14, 2014
By:     
/s/ Brian L. Klemsz
 
Brian L. Klemsz
 
Director
 
 
 
 
 
 
 
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