Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - WESTMOUNTAIN CoFinancial_Report.xls
EX-31.1 - CERTIFICATION - WESTMOUNTAIN Coex311.htm
EX-32.1 - CERTIFICATION - WESTMOUNTAIN Coex32.htm


 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the Quarterly period ended  June 30, 2014
 
[] 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 Issuer as specified in its charter)

Colorado
26-1315305
(State or other jurisdiction
(IRS Employer File Number)
of incorporation)
 
   
   
181 W Boardwalk, Suite 202
 
Fort Collins, Colorado
80525
(Address of principal executive offices)
(zip code)

(970) 223-4499
 (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.    Yes [X]  No [ ]
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T(Section 232.405 of this chapter) during the preceding 12 months(or such shorter period that the registrant was required to submit and post such files. Yes [X]  No [ ]

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

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

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

The number of shares outstanding of the registrant's common stock, as of the latest practicable date, July 31, 2014, was 9,517,402.

 


 
 
 
 
 
 
 
 
FORM 10-Q
WestMountain Company

TABLE OF CONTENTS


PART I  FINANCIAL INFORMATION
 
 
Item 1. Financial Statements
 
   
       Consolidated Balance Sheets (Unaudited) at June 30, 2014 and December 31, 2013
3
             
 
       Consolidated Statements of Operations and Comprehensive Loss
             (Unaudited) for the three and six months ended June 30, 2014 and 2013
 
4
   
      Consolidated Statements of Cash Flows (Unaudited) for the six months ended June 30, 2014 and 2013
5
   
Notes to the Consolidated Financial Statements (Unaudited)
6
   
Item 2. Management’s Discussion and Analysis and Plan of Operation
11
   
Item 3. Quantitative and Qualitative Disclosures About Market Risk
15
   
Item 4. Controls and Procedures
15
   
Item 4T. Controls and Procedures
15
   
PART II  OTHER INFORMATION
 
   
Item 1. Legal Proceedings
15
   
Item 1A. Risk Factors
16
   
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
19
   
Item 3. Defaults Upon Senior Securities
19
   
Item 4. Submission of Matters to a Vote of Security Holders
19
   
Item 5. Other Information
19
   
Item 6. Exhibits
20
   
Signatures
21
   
 
 
 
 
- 2 -

 
 

PART I  FINANCIAL INFORMATION

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, a Colorado corporation, formerly known as WestMountain Asset Management, Inc., and our wholly-owned subsidiaries WestMountain Business Consulting, Inc., WestMountain Valuation Services, Inc., and WestMountain Allocation Analysis, Inc.

ITEM 1.  FINANCIAL STATEMENTS
 
 
WestMountain Company
 
Consolidated Balance Sheets
 
(Unaudited)
 
             
   
June 30,
   
December 31,
 
   
2014
   
2013
 
Assets
           
Current Assets:
           
  Cash and cash equivalents
  $ 459,811     $ 57,992  
  Investments in marketable securities
    1,086,948       1,380,879  
  Accounts receivable, related parties
    6,000       394,800  
  Accounts receivable
    8,368       14,783  
  Income tax receivable
    8,441       -  
  Prepaid expenses
    1,278       3,285  
  Deferred tax asset, net
    88,066       79,569  
      Total current assets
    1,658,912       1,931,308  
                 
Property and equipment, net of accumulated depreciation of
    -       -  
  $9,473 and $9,473, respectively
               
Intangible assets, net of accumulated amortization of $27,662
    -       793  
  and $26,869, respectively
               
Investments in nonmarketable securities, at cost
    31,645       31,645  
      Total assets
  $ 1,690,557     $ 1,963,746  
                 
Liabilities and Shareholders' Equity
               
Current Liabilities:
               
  Accounts payable and accrued liabilities
  $ 30,956     $ 74,012  
  Income tax payable
    -       33,559  
      Total current liabilities
    30,956       107,571  
                 
Deferred tax liability
    277,648       382,899  
      Total liabilities
    308,604       490,470  
                 
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       927,355  
  Accumulated deficit
    (23,484 )     (114,002 )
  Other comprehensive income, net
    468,564       650,405  
      Total shareholders' equity
    1,381,953       1,473,276  
Total liabilities and shareholders' equity
  $ 1,690,557     $ 1,963,746  
 
The accompanying notes are an integral part of these unaudited consolidated financial statements.

 
 
 
- 3 -

 
 
 
WestMountain Company
Consolidated Statements of Operations and Comprehensive Income (Loss)
(Unaudited)

   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
   
2014
   
2013
   
2014
   
2013
 
                         
Revenue:
                       
   Advisory/consulting fees, related parties
  $ 38,000     $ 30,000     $ 76,000     $ 60,000  
   Advisory/consulting fees
    6,600       28,500       19,200       59,250  
   Management fees, related parties
    -       18,619       -       37,298  
Total revenue
    44,600       77,119       95,200       156,548  
                                 
Operating expenses:
                               
   Selling, general and administrative expenses
    89,335       75,861       189,599       159,903  
Total operating expenses
    89,335       75,861       189,599       159,903  
                                 
(Loss) income from operations
    (44,735 )     1,258       (94,399 )     (3,355 )
                                 
Other income/(expense)
                               
   Interest income
    -       1       -       1  
   Dividend income on non marketable securities
    1,425       -       182,375       16,450  
   Realized loss on available for sale marketable securities
    (5,955 )     (37,761 )     (5,955 )     (37,761 )
Total other income/(expense)
    (4,530 )     (37,760 )     176,420       (21,310 )
                                 
Net (loss) income before income taxes
    (49,265 )     (36,502 )     82,021       (24,665 )
                                 
   Income tax benefit
    (8,416 )     (9,348 )     (8,497 )     (6,317 )
Net (loss) income
  $ (40,849 )   $ (27,154 )   $ 90,518     $ (18,348 )
                                 
Comprehensive (loss) income
                               
  Unrealized (loss) income on investments in marketable
    equity securities, net of tax
    (185,162 )     204,529       (181,841 )     53,256  
Comprehensive income (loss)
  $ (226,011 )   $ 177,375     $ (91,323 )   $ 34,908  
                                 
Basic net (loss) income per share
  $ (0.00 )   $ (0.00 )   $ 0.01     $ (0.00 )
Diluted net (loss) income per share
  $ (0.00 )   $ (0.00 )   $ 0.01     $ (0.00 )
Basic weighted average common shares outstanding
    9,517,402       9,517,402       9,517,402       9,517,402  
Diluted weighted average common shares outstanding
    9,517,402       9,517,402       9,517,402       9,517,402  
 
The accompanying notes are an integral part of these unaudited consolidated financial statements.

 
 
 
- 4 -

 
 
 
WestMountain Company
Consolidated Statements of Cash Flows
(Unaudited)
 
       
   
Six Months Ended
 
   
June 30,
 
   
2014
   
2013
 
Cash flows from operating activities:
           
Net income (loss)
  $ 90,518     $ (18,348 )
  Adjustments to reconcile net loss to net cash provided by (used in) operating
    activities:
               
    Depreciation and amortization
    793       1,323  
    Stock based compensation expense
    -       5,088  
    Realized loss on available for sale marketable securities
    5,955       37,761  
    Income tax expense
    (8,497 )     (6,317 )
      Changes in operating assets and operating liabilities:
               
        Prepaid expenses and other current assets
    2,007       11,063  
        Accounts receivable
    6,415       (13,500 )
        Accounts receivable, related parties
    388,800       12,550  
        Accounts payable and accrued liabilities
    (43,056 )     (3,338 )
        Accounts payable, related parties
    -       (1,000 )
        Income tax receivable
    (8,441 )     -  
        Income tax payable
    (33,559 )     -  
        Deferred revenue
    -       (26,000 )
        Net cash provided by (used in) operating activities
    400,935       (718 )
                 
Cash flows from investing activities:
               
      Purchases of investments
    (52 )     -  
      Proceeds from the sale of available for sale securities
    936       15,548  
        Net cash provided by investing activities
    884       15,548  
                 
Net change in cash and cash equivalents
    401,819       14,830  
Cash and cash equivalents, beginning of period
    57,992       50,257  
Cash and cash equivalents, end of period
  $ 459,811     $ 65,087  
                 
Supplemental disclosure of cash flow information:
               
   Cash paid during the period for:
               
     Income taxes
  $ 42,000     $ -  
     Interest
    -       -  
                 
Non cash investing and financing activities
               
  Unrealized loss on investments in marketable equity securities, net of tax
  $ 181,841     $ 53,256  
 
The accompanying notes are an integral part of these unaudited consolidated financial statements.

 
 
 
- 5 -

 
 
 
WestMountain Company
Notes to Consolidated Financial Statements
(Unaudited)


(1) Nature of Organization and Summary of Significant Accounting Policies

Nature of Organization and Basis of Presentation
 
WestMountain Company, (“we”,” our” or the “Company”) was incorporated in the state of Colorado on October 18, 2007 and on this date approved its business plan and commenced operations. The consolidated financial statements include the financial information of WestMountain Company and its wholly owned subsidiaries, WestMountain Business Consulting, Inc., WestMountain Allocation Analytics, Inc. and WestMountain Valuation Services Inc. All significant intercompany accounts and transactions have been eliminated.

Unaudited Financial Information
 
The accompanying financial information as of June 30, 2014 and for the three and six months ended June 30, 2014 and 2013 is unaudited. In the opinion of management, all normal and recurring adjustments which are necessary to provide a fair presentation of the Company’s financial position at June 30, 2014 and its operating results for the three and six months ended June 30, 2014 and 2013 have been made. Certain information and footnote data necessary for a fair presentation of financial position and results of operations in conformity with accounting principles generally accepted in the United States of America have been condensed or omitted. It is therefore suggested that these financial statements be read in conjunction with the summary of significant accounting policies and notes to financial statements included in the Company’s annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) for the year ended December 31, 2013. The results of operations for the three and months ended June 30, 2014 is not necessarily an indication of operating results to be expected for the year.
 
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.
 
Fair Value of Financial Instruments
 
Available-for-sale securities are accounted for on a specific identification basis. As of June 30, 2014 and December 31, 2013 respectively, we held available-for-sale marketable securities with an aggregate fair value of $1,086,948 and $1,380,879 respectively.  As of June 30, 2014, all of our available-for-sale securities were invested in publically traded equity holdings. Available-for-sale securities were classified as current based on the percentage of the equity controlled by the Company as well as our intended use of the assets. The Company recognized unrealized (losses) income, net of tax, in accumulated other comprehensive income (loss) for the three months ended June 30, 2014 and 2013 in the amounts of ($185,162) and $204,529, respectively. The Company recognized unrealized (losses) income, net of tax, in accumulated other comprehensive income (loss) for the six months ended June 30, 2014 and 2013 in the amounts of ($181,841) and $53,562, respectively.

The Company’s assets measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820 at June 30, 2014 and December 31, 2013, were as follows:
 
Assets and Liabilities Measured at Fair Value on a Recurring Basis as of June 30, 2014
 
 
Quoted Prices in
Significant
   
 
Active Markets for
Other
Significant
 
 
Identical Assets and
Observable
Unobservable
Balance as of
 
Liabilities
Inputs
Inputs
June 30,
Description
(Level 1)
(Level 2)
(Level 3)
2014
Assets:
       
Available-for-sale
       
  marketable securities
 $           1,086,948
 $              -
 $              -
 $        1,086,948
 
 
- 6 -

 
 
Assets and Liabilities Measured at Fair Value on a Recurring Basis as of December 31, 2013

 
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

 
(2)    Investments

Investments in Available for Sale Marketable Securities

The Company’s investments in available for sale marketable securities as of June 30, 2014 and December 31, 2013 are summarized below.
 
               
As of June 30, 2014
 
                           
Accumulated
 
               
Share
   
Market/Cost
   
Unrealized
 
Company Name
 
Shares
   
Cost
   
Price
   
Value
   
Gain/(Loss)
 
                               
  Omni Bio Pharmaceutical, Inc.
    1,707,107     $ 193,634     $ 0.195     $ 332,885     $ 139,251  
  Hangover Joe's Holding Corporation
    868,463       99,750       0.051       44,292       (52,458 )
  Silver Verde May Mining Co., Inc
    246,294       46,488       0.310       76,351       29,863  
  WestMountain Gold, Inc.
    918,000       918       0.690       633,420       632,502  
Totals
    3,739,864     $ 340,790             $ 1,086,948     $   749,158  
 
               
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
    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.
    866,000       866       0.7400       640,840       639,974  
Totals
    3,747,864     $ 347,629             $ 1,380,879     $ 1,033,250  

Investments in Nonmarketable Securities
 
The Company’s investments in nonmarketable securities accounted for under the cost method as of June 30, 2014 and December 31, 2013 are summarized below.

    As of June 30, 2014  
Company Name
 
Shares
   
Units
   
Cost
 
Nexcore Healthcare Capital Corp.
    1,645,000       -     $ 1,645  
Nexcore Real Estate LLC (Class B Units)
    -       1,645,000       -  
SRKP 16, Inc.
    200,000       -       30,000  
WestMountain Distressed Debt, Inc.
    80,000       -       -  
Totals
    1,925,000       1,645,000     $ 31,645  
 
    As of December 31, 2013  
Company Name
 
Shares
   
Units
   
Cost
 
Nexcore Healthcare Capital Corp.
    1,645,000       -     $ 1,645  
Nexcore Real Estate LLC (Class B Units)
    -       1,645,000       -  
SRKP 16, Inc.
    200,000       -       30,000  
Totals
    1,845,000       1,645,000     $ 31,645  
 
 
 
 
- 7 -

 
 
 
As of December 31, 2013, the Company recorded $394,800 as accounts receivable related party on its balance sheet.  In 2013, one of the Company’s investments declared a distribution of $394,800. The Company recorded the distribution as related party accounts receivable. The receivable was collected in January 2014.

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 recorded an estimated dividend on non-marketable securities of $16,450. On April 22, 2014, we deposited a check from Nexcore Real Estate in the amount of $17,875. For the quarter ended June 30, 2014, we recorded an additional $1,425 as dividend income on non-marketable securities.

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.

During the six months ended June 30, 2014, the Company received 80,000 common shares of WestMountain Distressed Debt, Inc., a related party, for services provided. This investment is recorded at our cost of $0 and is accounted for under the cost method because an active market does not exist for the shares.

 (3) Stockholders Equity
 
Common Stock

There were 9,517,402 shares of common stock outstanding as of June 30, 2014 and December 31, 2013. 

No common shares were issued or cancelled during the three months ended June 30, 2014.
 
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. Fifty percent of the options became 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. The fair value of the options was determined to be $41,038 using the Black Scholes option pricing model.

The significant assumptions in the model included a risk free rate of 0.99%, a volatility input of 99.96% and using the simplified method, the expected term used in the calculation is 2.375 years. As of June 30, 2014 and December 31, 2013, the full fair value of $41,038 has been expensed.

The following table presents the activity for common stock options during the three months ended June 30, 2014:
 
         
Weighted
 
         
Average
 
   
Options
   
Exercise Price
 
Outstanding - December 31, 2013
    200,000     $ 0.27  
Granted
    -       -  
Forfeited/canceled
    -       -  
Exercised
    -       -  
Outstanding - June 30, 2014
    200,000     $ 0.27  

The weighted average remaining life of these 200,000 options as of June 30, 2014 and December 31, 2013 was 1.1 and 1.6 years respectively.
 
 
 
 
- 8 -

 
 
 
The following table presents the composition of options outstanding and exercisable as of June 30, 2014 and December 31, 2013. The exercisable options have an intrinsic value of $96,000 and $12,000 as of June 30, 2014 and December 31, 2013, respectively.
 
As of June 30, 2014:
               
     
Options Outstanding
 
Options Exercisable
 
Range of Exercise Prices
 
Number
 
Life
 
Number
 
Price
 
0.27
 
     200,000
 
1.1
 
     200,000
 
0.27
                   
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
 
 
(4) 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 compensated 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 received invoices monthly from Bohemian Companies, LLC. This Service Agreement was terminated by mutual agreement of the parties on March 31, 2014.  Total expenses incurred with Bohemian Companies were $-0- and $3,000 for the three months ending June 30, 2014 and 2013 respectively. For the six months ended June 30, 2014 and 2014, total expenses with Bohemian Companies were $-0- and $6,000. As of June 30, 2014 the Company had no balance due to Bohemian Companies, LLC.

For the three months ended June 30, 2014 and 2013, the Company recorded management fee revenues of $-0- and $18,619, respectively, for asset management services performed on behalf of WestMountain Prime, LLC, a related party. For the six months ended June 30, 2014 and 2013, the Company recorded management fee revenues of $-0- and $37,298, respectively. The Company and WestMountain Prime, LLC are under common principal ownership.  The asset management services contract between WestMountain Prime, LLC and the Company was terminated as of September 30, 2013.

Historically, the Company earned management fees based on the size of the funds managed, and incentive income based on the performance of the funds. With the termination of the asset management services contract between the Company and WestMountain Prime, LLC, the Company no longer provides asset management services to any clients. Further, the Company has 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.

The Company, Nexcore, WestMountain Gold and Bohemian are under common principal ownership. During the three and six months ended June 30, 2014 and 2013, we recorded advisory/consulting services on their behalf. For the three months ended June 30, 2014 and 2013, the Company recorded aggregate advisory/consulting revenue of $44,600 and $58,500, respectively. Of the $44,600 and $58,500 recorded in 2014 and 2013, $38,000 and $30,000 are related party revenue for these services. For the six months ended June 30, 2014 and 2013, the Company recorded aggregate advisory/consulting revenue of $95,200 and $119,250, respectively. Of the $95,200 and $119,250 recorded in 2014 and 2013, $76,000 and $60,000 are related party revenue for these services.

On October 10, 2013, the Company signed a Marketing/Media Consulting Agreement that was effective October 1, 2013 with Bohemian Asset Management, Inc., a related party due to common ownership. This agreement has an original expiration date of December 31, 2014. We will be paid $20,000 per quarter for general marketing and consulting services, due and payable in advance on the first of each quarter. For the six months ended June 30, 2014, we have recorded $40,000 for these services.

On September 29, 2010 CapTerra Financial Group, Inc. merged with Nexcore Group LP (“Nexcore”). The Company provided advisory services related to the transaction and for those services received 1,645,000 warrants. In December 2010, these warrants were exercised for common stock of Nexcore Group LP. As of June 30, 2014 and December 31, 2013, no active market existed for these securities and so the Company kept the value of this investment on the books at the aggregate exercise price of $1,645.  The equity securities are restrictive securities.

As of June 30, 2014 and December 31, 2013, the Company had $6,000 and $394,800, respectively, of accounts receivable from related parties. The amount due in 2013 represents distribution income due from Nexcore Real Estate LLC. The receivable was collected in January 2014.
 
 
 
 
- 9 -

 
 
 
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 recorded an estimated dividend on non-marketable securities of $16,450. On April 22, 2014, we deposited a check from Nexcore Real Estate in the amount of $17,875. For the quarter ended June 30, 2014, we recorded an additional $1,425 as dividend income on non-marketable securities.

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.

On April 11, 2014, the Company received 80,000 common shares of WestMountain Distressed Debt, Inc., a related party due to common ownership, for services provided. This investment is recorded at our cost of $0 and is accounted for under the cost method because an active market does not exist for the shares.
 
As of June 30, 2014 and December 31, 2013, the following investments in marketable and nonmarketable securities were held in related parties due to common principal ownership.

   
June 30, 2014
   
December 31, 2013
 
               
Market/Cost
               
Market/Cost
 
Company Name
 
Shares
   
Units
   
Value
   
Shares
   
Units
   
Value
 
Marketable Securities:
                                   
Hangover Joe's Holding Corporation
    868,463       -     $ 44,292       928,463       -     $ 16,061  
WestMountain Gold, Inc.
    918,000       -       633,420       866,000       -       640,840  
Total Shares or Units
    1,786,463       -     $ 677,712       1,794,463       -     $ 656,901  
                                                 
Nonmarketable Securities:
                                               
Nexcore Real Estate LLC (Class B Units)
    -       1,645,000     $ -       -       1,645,000     $ -  
Nexcore Healthcare Capital Corp
    1,645,000       -       1,645       1,645,000       -       1,645  
WestMountain Distressed Debt, Inc.
    80,000       -       -       -       -       -  
Totals Shares or Units
    1,725,000       1,645,000     $ 1,645       1,645,000       1,645,000     $ 1,645  
                                                 

 
 
 
 
- 10 -

 
 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

The following discussion of our financial condition and results of operations should be read in conjunction with, and is qualified in its entirety by, the consolidated financial statements and notes thereto included in, Item 1 in this Quarterly Report on Form 10-Q.  This item contains forward-looking statements that involve risks and uncertainties.  Actual results may differ materially from those indicated in such forward-looking statements.

Forward-Looking Statements
 
This Quarterly Report on Form 10-Q and the documents incorporated herein by reference contain forward-looking statements. Such forward-looking statements are based on current expectations, estimates, and projections about our industry, management beliefs, and certain assumptions made by our management.  Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words, and similar expressions are intended to identify such forward-looking statements.  These statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed or forecasted in any such forward-looking statements.  Unless required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.  However, readers should carefully review the risk factors set forth herein and in other reports and documents that we file from time to time with the Securities and Exchange Commission, particularly Annual Reports on Form 10-K, Quarterly reports on Form 10-Q and any Current Reports on Form 8-K.
  
General
 
We act as a 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.

Operations

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.
 
Currently, we believe that we have sufficient capital to implement our business operations or to sustain them indefinitely. We have been profitable in the past, including the most recent fiscal quarter. If we can maintain our 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.
 
We have not been subject to any bankruptcy, receivership or similar proceeding.

 
 
 
- 11 -

 
 

Results of Operations
 
The following discussion involves our results of operations for the three and six months ended June 30, 2014 and 2013.

For the three months ended June 30, 2014 we had revenues of $44,600 compared to $77,119 for the three months ended June 30, 2013.  This represents a 42% decrease, or $32,519 over the two periods reported. We recorded $-0- and $18,619 in related party management fees for the three months ended June 30, 2014 and 2013 respectively. As part of the total revenues for the three months ended June 30, 2014 and 2013, we recorded total consulting fees revenue of $44,600 and $58,500, respectively. Of the consulting fee revenue, $38,000 and $30,000, respectively, were from related parties.
 
Approximately 85% of the revenues of our clients in the quarter ended June 30, 2014 came from entities which were under common principal ownership with our majority shareholder. This percentage represents an increase of approximately 54% from prior year’s fiscal quarter. While we believe that this trend is a positive development which may or may not continue, our revenue remains 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.

Operating expenses, consisting primarily of selling, general and administrative costs were $89,335 for the three months ended June 30, 2014, compared to $75,861 for the three months ended June 30, 2013.  The cost increase of $13,474 over the two periods is related to salaries and benefits of our employees and contract consultants hired to assist the Company in completing work for our customers. We believe that our selling, general and administrative costs will increase as we grow our business activities going forward, although we cannot predict the extent of such growth.

We recorded a $5,955 realized loss on available for sale marketable securities for the three months ended June 30, 2014 compared to a $37,761 for the three months ended June 30, 2013. The company will continue to evaluate our positions with our individual investments and sell or buy depending on the direction of management and board of directors.

We had a net loss of $40,449 for the three months ended June 30, 2014, compared to a net loss of $27,154 for the three months ended June 30, 2013. The net loss increased by $13,695 between the two periods mainly due to a decrease in revenue, an increase in operating expenses and a decrease in realized losses on available for sale marketable securities. Total revenue decreased 42% or $32,519, operating expenses increased 18% or $13,474, and loss on the available for sale of marketable securities decreased $31,806 or 84%. Income tax benefit decreased to $8,416 from $9,348 for the three months ended June 30, 2014 and June 30, 2013, respectively.

For the six months ended June 30, 2014 we had revenues of $95,200 compared to $156,548 for the six months ended June 30, 2013.  This represents a 39% decrease, or $61,348 over the two periods reported. We recorded $-0- and $37,298 in related party management fees for the six months ended June 30, 2014 and 2013 respectively. As part of the total revenues for the six months ended June 30, 2014 and 2013, we recorded total consulting fees revenue of $95,200 and $119,250, respectively. Of the consulting fee revenue, $76,000 and $60,000, respectively, were from related parties.
 
Approximately 80% of the revenues of our clients in the six months ended June 30, 2014 came from entities which were under common principal ownership with our majority shareholder. This percentage represents an increase of approximately 52% from prior year’s six months. While we believe that this trend is a positive development which may or may not continue, our revenue remains 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.

Operating expenses, consisting primarily of selling, general and administrative costs were $189,599 for the six months ended June 30, 2014, compared to $159,903 for the six months ended June 30, 2013.  The cost increase of $29,696 over the two six month periods is related to salaries and benefits of our employees and contract consultants hired to assist the Company in completing work for our customers. We believe that our selling, general and administrative costs will increase as we grow our business activities going forward, although we cannot predict the extent of such growth.

We recorded a $5,955 realized loss on available for sale marketable securities for the six months ended June 30, 2014 compared to a $37,761 for the six months ended June 30, 2013. For the six months ended June 30, 2014, we recorded $182,375 for dividends received on non-marketable securities compared to $16,450 recorded for the six months ended June 30, 2013. The company will continue to evaluate our positions with our individual investments and sell or buy depending on the direction of management and board of directors.
 
 
- 12 -

 
We had net income of $90,518 for the six months ended June 30, 2014, compared to a net loss of $18,348 for the six months ended June 30, 2013. The net loss/income decreased by $108,866 between the two periods mainly due to a decrease in revenue, an increase in operating expenses and an increase in dividend income received on non-marketable securities. Total revenue decreased 39% or $61,348, operating expenses increased 19% or $29,696, and dividends received on non-marketable securities increased $165,925 or 1,009%. Income tax benefit increased to $8,497 for the six months ended June 30, 2014 from $6,317 for the six months ended June 30, 2013.

On January 25, 2013, Nexcore Real Estate, LLC declared $0.01 per share cash dividend payable on February 18, 2013 to holders of Nexcore common stock of record on February 4, 2013. As of that date, the Company owned 1,645,000 shares of common stock. In the first quarter 2013, we received a cash dividend of $16,450 that was recorded as dividend income on nonmarketable securities.

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 recorded an estimated dividend on non-marketable securities of $16,450. On April 22, 2014, we deposited a check from Nexcore Real Estate in the amount of $17,875. For the quarter ended June 30, 2014, we recorded an additional $1,425 as dividend income on non-marketable securities.

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.

On April 11, 2014, the Company received 80,000 common shares of WestMountain Distressed Debt, Inc., a related party due to common ownership, for services provided. This investment is recorded at our cost of $0 and is accounted for under the cost method because an active market does not exist for the shares.

As of June 30, 2014, we hold eight investment positions. Four of the companies are publicly traded. They are Omni Bio Pharmaceutical, Inc., Hangover Joe’s Holding Corporation, Silver Verde May Mining Co, Inc., and WestMountain Gold, Inc. Three companies are private. They are Nexcore Healthcare Capital Corp., Nexcore Real Estate, LLC, and SRKP, Inc.

The table below lists the investments and total shares owned by us as of June 30, 2014.
 
             
Company Name
 
Shares
   
Units
 
Marketable Securities:
           
  Omni Bio Pharmaceutical, Inc.
    1,707,107       -  
  Hangover Joe's Holding Corporation
    868,463       -  
  Silver Verde May Mining Co., Inc.
    246,294       -  
  WestMountain Gold, Inc.
    918,000       -  
Total Shares or Units
    3,739,864       -  
                 
Nonmarketable Securities:
               
  SKRP 16, Inc.
    200,000       -  
  Nexcore Real Estate LLC Class B Units
    -       1,645,000  
  Nexcore Real Estate LLC
    1,645,000       -  
  WestMountain Distressed Debt, Inc.
    80,000       -  
Total Shares or Units
    1,925,000       1,645,000  
   Total
    5,664,864       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.
 
 
- 13 -

 

Liquidity and Capital Resources

As of June 30, 2014, we had cash of $459,811.

Net cash provided by operating activities were $400,935 for the six months ended June 30, 2014, compared to net cash used in operating activities of $718 for the six months ended June 30, 2013.

As of June 30, 2014 and December 31, 2013, the Company had $6,000 and $394,800, respectively, of accounts receivable from related parties. The amount due in 2013 represents distribution income due from Nexcore Real Estate LLC. The receivable was collected in January 2014.

Net cash provided by investing activities was $884 for the six months ended June 30, 2014, compared to $15,548 for the six months ended June 30, 2013. The Company converted its 52,000 warrants into shares, in the first quarter of 2014 in the amount of $52.  During the six months ended June 30, 2014 and 2013, the Company recorded a loss on the sale of non-marketable securities and received $936 and $15,548 in cash respectively.

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

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.

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.
 
 
 
 
- 14 -

 
 
 
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.

 
ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

None.


ITEM 4. CONTROLS AND PROCEDURES

Not applicable.
 

ITEM 4T. CONTROLS AND PROCEDURES
 
As of the end of the period covered by this report, based on an evaluation of our disclosure controls and procedures (as defined in Rules 13a -15(e) and 15(d)-15(e) under the Exchange Act), our Chief Executive Officer and Chief Financial Officer has concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the applicable time periods specified by the SEC’s rules and forms.

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 240.13a-15(e) or Rule 240.15d-15(e) of this chapter that occurred during our most recent fiscal three months that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

This report does not include an attestation report by our independent registered public accounting firm regarding internal control over financial reporting.
 

PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

There are no legal proceedings, to which we are a party, which could have a material adverse effect on our business, financial condition or operating results.
 
 
- 15 -

 
 
ITEM 1A.  RISK FACTORS
 
You should carefully consider the risks and uncertainties described below; and all of the other information included in this document. Any of the following risks could materially adversely affect our business, financial condition or operating results and could negatively impact the value of your investment.

The occurrence of any of the following risks could materially and adversely affect our business, financial condition and operating 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. We have not been profitable for our two most recent fiscal years We may never continue to be profitable, and, as a result, we could go out of business.
 
We were formed as a Colorado business entity in October, 2007. At the present time, we have not been profitable in our two most recent fiscal years, although we were profitable in our most first fiscal quarter but not in our second fiscal quarter. We cannot guarantee that we will continue to be profitable, and, as a result, we could go out of business.

Our lack of substantial operating history makes it difficult for us to evaluate our future business prospects and make decisions based on those estimates of our future performance. An investor could lose his entire investment.
 
We have a limited operating history. An investor has no frame of reference to evaluate our future business prospects. This makes it difficult, if not impossible, to evaluate us as an investment. An investor could lose his entire investment if our future business prospects do not result in our ever becoming profitable and sustaining profitability.

We currently rely upon clients under common principal control of our majority shareholder for approximately 80% 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 80% of the revenues of our clients in the six months ended June 30, 2014 came from entities which were under common principal ownership with our majority shareholder. This percentage represents an increase from approximately 52% in the prior year’s six months. 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.

If we do not generate adequate revenues to finance our operations, our business may fail.
 
For the first six months of 2014, we have been profitable.  As of June 30, 2014, we had a cash position of $459,811. We anticipate that operating costs will be approximately $350,000 for the fiscal year ending December 31, 2014. These operating costs include payroll and related costs, travel, office lease, contract services and all other costs of operations. We also use contract employees.  However, the operating costs and expected revenue generation are difficult to predict. Since there can be no assurances that revenues will be sufficient to cover operating costs for the foreseeable future, it may be necessary to raise additional funds. Due to our lack of substantial operating history, raising additional funds may be difficult.
 
Competition in our industry is intense.
 
Our business plan involves acting as a fee-based marketing and media consultant to client 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.

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.
 
 
 
 
- 16 -

 
 
 
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 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 2008. Thus, we have limited experience in complying with the various rules and regulations which are required of a public company. As a result, we may not be able to operate successfully as a public company, even if our operations are successful. We plan to comply with all of the various rules and regulations which are required of a public company. However, if we cannot operate successfully as a public company, your investment may be materially adversely affected. Our inability to operate as a public company could be the basis of your losing your entire investment in us.
 
We may be required to register under the Investment Company Act of 1940, or the Investment Advisors Act, which could increase the regulatory burden on us and could negatively affect the price and trading of our securities.
 
Because our business involves the 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.

Our stock has a limited public trading market on the OTC Bulletin Board 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. We trade under the symbol WASM. An active trading market for our shares has not, and may never develop or be sustained. If you purchase shares of common stock, you may not be able to resell those shares at or above the initial price you paid. The market price of our common stock may fluctuate significantly in response to numerous factors, some of which are beyond our control, including the following:
 
 
 
 
- 17 -

 
 

*    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  June 30, 2014, a total of 8,325,000, 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 currently trades well below $5.00 per share. As a result, our common stock is considered a “penny stock” and is subject to SEC rules and regulations that impose limitations upon the manner in which our shares can be publicly traded.  These regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock and the associated risks.  Under these regulations, certain brokers who recommend such securities to persons other than established customers or certain accredited investors must make a special written suitability determination for the purchaser and receive the written purchaser’s agreement to a transaction prior to purchase.  These regulations have the effect of limiting the trading activity of our common stock and reducing the liquidity of an investment in our common stock.
 
The over-the-counter market for stock such as ours is subject to extreme price and volume fluctuations.
 
The securities of companies such as ours have historically experienced extreme price and volume fluctuations during certain periods. These broad market fluctuations and other factors, such as new product developments and trends in the our industry and in the investment markets generally, as well as economic conditions and quarterly variations in our operational results, may have a negative effect on the market price of our common stock.
 
Buying low-priced penny stocks is very risky and speculative.
 
Our shares are defined as a penny stock under the Securities and Exchange Act of 1934, and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 jointly with spouse, or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker-dealer must make a suitability determination for each purchaser and receive the purchaser's written agreement prior to the sale. In addition, the broker-dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may affect the ability of broker-dealers to make a market in or trade our common stock and may also affect your ability to resell any shares you may purchase in the public markets.
 
 
- 18 -

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

The issuance of preferred stock by our board of directors could adversely affect the rights of the holders of our common stock. An issuance of preferred stock could result in a class of outstanding securities that would have preferences with respect to voting rights and dividends and in liquidation over the common stock and could, upon conversion or otherwise, have all of the rights of our common stock. Our board of directors' authority to issue preferred stock could discourage potential takeover attempts or could delay or prevent a change in control through merger, tender offer, proxy contest or otherwise by making these attempts more difficult or costly to achieve.
 
Colorado law and our Articles of Incorporation protect our directors from certain types of lawsuits, which could make it difficult for us to recover damages from them in the event of a lawsuit.
 
Colorado law provides that our directors will not be liable to our company or to our stockholders for monetary damages for all but certain types of conduct as directors. Our Articles of Incorporation require us to indemnify our directors and officers against all damages incurred in connection with our business to the fullest extent provided or allowed by law. The exculpation provisions may have the effect of preventing stockholders from recovering damages against our directors caused by their negligence, poor judgment or other circumstances. The indemnification provisions may require our company to use our assets to defend our directors and officers against claims, including claims arising out of their negligence, poor judgment, or other circumstances.
 
We do not expect to pay dividends on common stock.
 
We have not paid any cash dividends with respect to our common stock, and it is unlikely that we will pay any dividends on our common stock in the foreseeable future. Earnings, if any, that we may realize will be retained in the business for further development and expansion.
 
 
ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None
 

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
None
 

ITEM 5.  OTHER INFORMATION 

              Effective April 1, 2014, we relocated our principal executive office to 181 W. Boardwalk, Suite 202, Fort Collins, Colorado 80525. We signed a two year lease for a total of 565 square feet of office space at a price of $188 per month plus costs associated with yearly common area fees. For the current year, the additional cost will be $61. Our telephone number is (970) 223-4499.
 
 
 
 
- 19 -

 
 
 
ITEM 6.  EXHIBITS
 
 
Exhibit
Number
 
 
 
Description
     
3.1*
 
Articles of Incorporation
     
3.2*
 
Bylaws
     
3.3**
 
Amendment to Articles of Incorporation re: Name Change
     
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
 
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document*
     
101.INS
 
XBRL Instance Document
     
101SCH
 
XBRL Taxonomy Extension Schema Document
     
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
     
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document
     
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
 
 
*
Previously filed with Form SB-2 Registration Statement, January 2, 2008.
 
**
Previously filed under cover of Form 8-K, February 27, 2014.
 
***
Previously filed with Form 10-KSB, February 29, 2008.

Reports on Form 8-K

No reports were filed under cover of Form 8-K for the fiscal quarter ended March 31, 2014.
 
 
 
 
- 20 -

 
 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized August 13, 2014.
 
 
 
WESTMOUNTAIN COMPANY
        a  Colorado corporation
 
       
 
By:   
/s/ Brian L. Klemsz
 
   
Brian L. Klemsz, Chief Executive Officer, Chief Financial Officer and Director (Principal Executive, Accounting and Financial Officer)
 
 
 
 
 
 
 
21