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EX-32.1 - EXHIBIT 32.1 - WESTMOUNTAIN Cowmasset10k123110x32_4142011.htm
EX-31.1 - EXHIBIT 31.1 - WESTMOUNTAIN Cowmasset10k123110x31_4142011.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K

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

For the fiscal year ended   December 31, 2010

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

Commission File No. 0-53030

WESTMOUNTAIN ASSET MANAGEMENT, INC.
 (Exact 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 []   No [X].

Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.   Yes [] No [X].

Indicate by check mark whether the registrant (1) has filed all Reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes: [X]    No: [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files. Yes []  No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K is contained in this form and no disclosure will be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K. [X]

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

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: approximately $1,139,700.
 
 
 
 

 
 

FORM 10-K

WestMountain Asset Management, Inc.

INDEX
   
PART I
 
   
     Item 1. Business
3
   
    Item 1A. Risk Factors
6
   
     Item 2. Property
10
   
     Item 3. Legal Proceedings
11
   
     Item 4. Submission of Matters to a Vote of Security Holders
11
   
PART II
 
   
     Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
11
   
     Item 6. Selected Financial Data
13
   
     Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
13
   
     Item 7A. Quantitative and Qualitative Disclosures About Market Risk
16
   
     Item 8. Financial Statements and Supplementary Data
17
   
     Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
29
   
      Item 9A(T). Controls and Procedures
29
   
      Item 9B. Other Information
30
      
 
PART III
 
   
     Item 10. Directors, Executive Officers and Corporate Governance
30
   
     Item 11. Executive Compensation
31
   
     Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
31
   
     Item 13. Certain Relationships and Related Transactions, and Director Independence
32
   
     Item 14. Principal Accountant Fees and Services
32
   
     Item 15. Exhibits Financial Statement Schedules
32
   
Financial Statements pages
F-1 to F-18
   
Signatures
33

 
 
 
- 2 -

 
 

 
For purposes of this report, unless otherwise indicated or the context otherwise requires, all references herein to “WestMountain Asset Management,” “we,” “us,” and “our,” refer to 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.
 
 
PART I
 
Item 1. DESCRIPTION OF BUSINESS.
 
Narrative Description of the Business 
 
We act as an investment asset manager by raising, investing and managing private equity and direct investment funds for third parties including high net worth individuals and institutions. As is the industry practice, we plan to 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 plan to focus on any particular industry but will look at any and all opportunities. We will screen investments with emphasis towards finding opportunities with long term potential.
 
We have a proprietary investment screening process to make our investments.  This process is based upon the experience of Mr. Klemsz and outside consultants as we develop our company.  

Operations

We act as an asset manager by raising, investing and managing private equity and direct investment funds. We earn management fees based on the size of the funds that we oversee and incentive income based on the performance of these funds. Our company has no prior history of operating as an asset management advisory firm.
 
We have a proprietary investment screening process to make our investments.  This process is based upon the experience of our management team and outside consultants.  

Private equity and direct investment funds generally refer to portfolios of non-actively traded common equity, preferred stock or mezzanine or distressed debt securities of private companies, but such funds may include investments in such equity or debt securities of public companies. Private equity funds also may include investments that constitute either control or minority positions in private companies or investments in an array of real estate securities or assets, including those made through special purpose funds that have risk-return characteristics similar to those of other private equity investments and venture capital investments. Private equity fund managers often seek to exploit dislocations in the market when other investors do not recognize the value of a certain company or security. These investments may include significant changes to a company’s capital structure through the use of borrowed capital, a strategy referred to as a ‘‘leveraged buyout’’. In certain cases, private equity funds engage in the acquisition and delisting of public companies.
 
 
 
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Private equity and direct investment funds are typically structured as unregistered limited partnership funds that obtain commitments from certain qualified investors to invest a specified amount of equity capital on their behalf. These funds are typically ten year fixed-lived vehicles with provisions to extend if appropriate. Investors’ capital is typically called by the fund as investments are made over the first three to six years of the fund’s term. Investors’ capital is returned through distributions and when those investments are subsequently liquidated. Liquidation typically occurs within five to eight years. Typical private equity fund investors are high net worth individuals and institutions. Private equity fund managers typically earn fees as follows: (i) management fees on committed or contributed capital, (ii) transaction and monitoring fees as capital is invested and (iii) fees based on the net profits of the fund, often subject to a preferred return for investors and contingent repayment based on actual realized performance of the fund at the time of liquidation. Private equity fund managers may from time to time commit a portion of their own capital to the funds they manage.
 
According to Thomson Venture Economics, there are currently over 1,800 private equity funds in existence globally. Private equity funds have experienced significant inflows recently, with over $400 billion of capital raised in the U.S. since the beginning of 2002, according to Thomson Financial.
 
 We act as an investment asset manager by raising, investing and managing private equity and direct investment funds for third parties including high net worth individuals and institutions. As is the industry practice, we plan to 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 will look at any and all opportunities.
 
When making investments, we will primarily focus on working with small companies that require expansion or growth capital.   We will screen investments with emphasis towards finding opportunities with long term potential based upon technology, first mover, or market value add business plans.
 
We are presently planning to develop and implement a web site based operation to gather additional potential investment opportunities beyond what we can generate through our network of contacts. We also plan to utilize the most current technology to analyze investments. We believe the technology will assist in the analysis of each opportunity.

        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 who performs services on our behalf. We will receive invoices not less than quarterly from Bohemian Companies, LLC. This Service Agreement was for the term of one year, ending December 31, 2010 but was extended to December 31, 2011.
 
                Our operations have become profitable for the past two years. Based upon 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.
 
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.
 
 
 
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Customers and Competition
 
Our business plan involves acting as an asset manager for private equity and direct investment funds. This business is highly competitive. There are numerous similar companies providing such services in the United States of America. Our competitors will have greater financial resources and more expertise in this business. Our ability to develop our business will depend on our ability to successfully identify investments as well as raise capital through partnership structures in this highly competitive environment. We cannot guarantee that we will be able to continue to do so successfully.
 
    Over the past several years, the size and number of companies such as ours has continued to increase. If this trend continues, it is possible that it will become increasingly difficult for us to raise funds to manage. More significantly, the allocation of increasing amounts of capital to alternative investment strategies by institutional and individual investors may lead to a reduction in profitable investment opportunities, including by driving prices for investments higher and increasing the difficulty of achieving targeted returns. In addition, if interest rates were to rise or there were to be a prolonged bull market in equities, the attractiveness of our funds relative to investments in other investment products could decrease. Competition is based on a variety of factors, including:
 
investment performance;
   
investor perception of investment managers’ drive, focus and alignment of interest;
   
quality of service provided to and duration of relationship with investors;
   
business reputation; and
   
level of fees and expenses charged for services.
 
              We compete in all aspects of our business with a large number of investment management firms, private equity fund sponsors, hedge fund sponsors and other financial institutions. A number of factors serve to increase our competitive risks: 

investors may develop concerns that we will allow a business to grow to the detriment of its performance;
   
some of our competitors have greater capital, lower targeted returns or greater sector or investment strategy specific expertise than we do, which creates competitive disadvantages with respect to investment opportunities; some of our competitors may perceive risk differently than we do which could allow them either to outbid us for investments in particular sectors or, generally, to consider a wider variety of investments;
   
there are relatively few barriers to entry impeding new private equity and hedge fund management firms, and the successful efforts of new entrants into our various lines of business, including former ‘‘star’’ portfolio managers at large diversified financial institutions as well as such institutions themselves, will continue to result in increased competition; and
   
other industry participants continuously seek to recruit our best and brightest investment professionals away from us.
 
               These and other factors could reduce our earnings and revenues and materially adversely affect our business.
 
Backlog
 
At December 31, 2010, we had no backlogs.
 
Employees
 
             Mr. Brian Klemsz, our President, does not draw a salary or receive any other kind of compensation. 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 Directors separately for any Board meeting they attend.
 
Proprietary Information
 
           We have a proprietary investment screening process to make our investments.  Otherwise, we own no proprietary information.
 
 
 
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Government Regulation
 
At some point, we may be required to file to become a registered investment advisor, but we do not expect government regulations or environmental laws to have any material impact on us.
 
Research and Development
 
We have never spent any amount in research and development activities.
 
Environmental Compliance
 
We believe that we are not subject to any material costs for compliance with any environmental laws.
 
How to Obtain our SEC Filings
 
We file annual, quarterly, and special reports, proxy statements, and other information with the Securities Exchange Commission (SEC). Reports, proxy statements and other information filed with the SEC can be inspected and copied at the public reference facilities of the SEC at 100 F Street N.E., Washington, DC 20549. Such material may also be accessed electronically by means of the SEC's website at www.sec.gov.
 
Our investor relations department can be contacted at our principal executive office located at our principal office, 123 North College Avenue, Ste 200, Fort Collins, Colorado 80524.  Our telephone number is (970) 212-4770.
 
 
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 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 been profitable at our two most recent fiscal years. We cannot guarantee that we will continue to be profitable, and, as a result, we could go out of business.

Our lack of operating history makes it difficult for us to evaluate our future business prospects and make decisions based on those estimates of our future performance. An investor could lose his entire investment.
 
We have a limited operating history. An investor has no frame of reference to evaluate our future business prospects. This makes it difficult, if not impossible, to evaluate us as an investment. An investor could lose his entire investment if our future business prospects do not result in our ever becoming profitable.
 
 If we do not continue to generate adequate revenues to finance our operations, our business may fail.
 
            As of December 31, 2010, we had a cash position of $402,152 and an additional $11,800 in Certificates of Deposit. We anticipate that operating costs will range between $60,000 and $100,000, for the fiscal year ending December 31, 2011. These operating costs include insurance, taxes, utilities, maintenance, contract services and all other costs of operations. We will use contract employees who will be paid on an hourly basis as each investment transaction is evaluated. However, the operating costs and expected revenue generation are difficult to predict. We expect to 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.
 
 
 
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Competition in the investment industry is intense.
 
   Our business plan involves acting as an investment manager. 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 8,050,000 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. Klemsz, our President and Treasurer. Mr. Klemsz is our primary executive officer, and we will depend on him for nearly all aspects of our operations. We do not have an employment contract with Mr. Klemsz, and we do not carry key person insurance on his life. The loss of the services of Mr. Klemsz through incapacity or otherwise, would have a material adverse effect on our business. It would be very difficult to find and retain qualified personnel such as Mr. Klemsz.

Our revenue and profitability fluctuate, particularly inasmuch as we cannot predict the timing of realization events in our business, which may make it difficult for us to achieve steady earnings growth on a quarterly basis and may cause volatility in the price of our shares.
 
   We may experience significant variations in revenues and profitability during the year and among years because we are paid incentive income from certain funds only when investments are realized, rather than periodically on the basis of increases in the funds’ net asset values. The timing and receipt of incentive income generated by our funds is event driven and thus highly variable, which contributes to the volatility of our revenue, and our ability to realize incentive income from our funds may be limited. We cannot predict when, or if, any realization of investments will occur. If we were to have a realization event in a particular quarter, it may have a significant impact on our revenues and profits for that particular quarter which may not be replicated in subsequent quarters. In addition, our investments are adjusted for accounting purposes to fair value at the end of each quarter, resulting in revenue attributable to our principal investments, even though we receive no cash distributions from our funds, which could increase the volatility of our quarterly earnings.
 
Difficult market conditions can adversely affect our funds in many ways, including by reducing the value or performance of the investments made by our funds and reducing the ability of our funds to raise or deploy capital, which could materially reduce our revenue and results of operations.
 
   If economic conditions are unfavorable our funds may not perform well and we may not be able to raise money in existing or new funds. Our funds are materially affected by conditions in the global financial markets and economic conditions throughout the world. The global market and economic climate may deteriorate because of many factors beyond our control, including rising interest rates or inflation, terrorism or political uncertainty. In the event of a market downturn, our businesses could be affected in different ways. Our funds may face reduced opportunities to sell and realize value from their existing investments, and a lack of suitable investments for the funds to make. In addition, adverse market or economic conditions as well as a slowdown of activities in a particular sector in which portfolio companies of these funds operate could have an adverse effect on the earnings of those portfolio companies, and therefore, our earnings.
 
 
 
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   A general market downturn, or a specific market dislocation, may cause our revenue and results of operations to decline by causing:
 
 
the net asset value of the assets under management to decrease, lowering management fees;
     
 
lower investment returns, reducing incentive income;
     
 
material reductions in the value of our fund investments in portfolio companies which reduce our ‘‘surplus’’ and, therefore, our ability to realize incentive income from these investments; and
     
 
investor redemptions, resulting in lower fees.
 
Furthermore, while difficult market conditions may increase opportunities to make certain distressed asset investments, such conditions also increase the risk of default with respect to investments held by our funds with debt investments.
 
The success of our business depends, in large part, upon the proper selection of investments, which may be difficult to find, acquire and develop.
 
We believe that the identification, acquisition and development of appropriate investments are key drivers of our business. Our success depends, in part, on our ability to obtain these investments under favorable terms and conditions and have them increase in value. We cannot assure you that we will be successful in our attempts to find, acquire, and/or develop appropriate investments, will not be challenged by competitors which may put us at a disadvantage. Further, we cannot assure you that others will not independently develop similar or superior programs or investments, which may imperil our profitability.
 
Risks Related to an Investment in Our Common Stock
 
The lack of a broker or dealer to create or maintain a market in our stock could adversely impact the price and liquidity of our securities.
 
      We have no agreement with any broker or dealer to act as a market maker for our securities and there is no assurance that we will be successful in obtaining any market makers. Thus, no broker or dealer will have an incentive to make a market for our stock. The lack of a market maker for our securities could adversely influence the market for and price of our securities, as well as your ability to dispose of, or to obtain accurate information about, and/or quotations as to the price of, our securities.
 
We have limited experience as a public company.

We have only operated as a public company since 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.

 
 
 
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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, 2010, 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 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.
 
 
 
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Buying low-priced penny stocks is very risky and speculative.
 
The shares being offered are defined as a penny stock under the Securities and Exchange Act of 1934, and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 jointly with spouse, or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker-dealer must make a suitability determination for each purchaser and receive the purchaser's written agreement prior to the sale. In addition, the broker-dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may affect the ability of broker-dealers to make a market in or trade our common stock and may also affect your ability to resell any shares you may purchase in the public markets. 

Issuances of our stock could dilute current shareholders and adversely affect the market price of our common stock, if 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 initial office is leased from an unaffiliated third party under a monthly lease at the rate of $170 per month.  We own no real estate nor have plans to acquire any real estate.
 

 
 
 
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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 meetings 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, 2010, there were seventy-one record holders of our common stock and there were 9,061,750 shares of our common stock outstanding.

Market Information

A limited public market currently exists for shares of our common stock. We began trading on the Over-the-Counter Bulletin Board under the trading symbol 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 2010 and 2009.

                 
   
Closing Bid Price
 
2010
 
High
   
Low
 
First Quarter
 
$
2.00
   
$
2.00
 
Second Quarter
 
$
2.00
   
$
1.25
 
Third Quarter
 
$
1.25
   
$
0.25
 
Fourth Quarter
 
$
1.00
   
$
0.25
 


                 
   
Closing Bid Price
 
2009
 
High
   
Low
 
First Quarter
 
$
0.15
   
$
0.15
 
Second Quarter
 
$
0.30
   
$
0.07
 
Third Quarter
 
$
0.41
   
$
0.30
 
Fourth Quarter
 
$
2.00
   
$
0.41
 

  On February 28, 2011, the closing bid price of our common stock in the OTC Bulletin Board was $0.25 per share and our volume was -0- shares.
 
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).
 
 
 
- 11 -

 
 
 
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;
  
 The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer:
 
     
 
the bid and offer quotations for the penny stock;
     
 
the compensation of the broker-dealer and its salesperson in the transaction;
     
 
the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
     
 
monthly account statements showing the market value of each penny stock held in the customer's account.
 
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling their securities.
 
Equity Compensation Plan Information
 
We have no outstanding stock options or other equity compensation plans.

Stock Transfer Agent

The stock transfer agent for our securities is 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.
 
 
 
- 12 -

 
 

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

 
ITEM 6. SELECTED FINANCIAL DATA

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


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

This Management’s Discussion and Analysis or Plan of Operation contains forward-looking statements that involve future events, our future performance and our expected future operations and actions. In some cases, you can identify forward-looking statements by the use of words such as “may”, “will”, “should”, “anticipate”, “believe”, “expect”, “plan”, “future”, “intend”, “could”, “estimate”, “predict”, “hope”, “potential”, “continue”, or the negative of these terms or other similar expressions. These forward-looking statements are only our predictions and involve numerous assumptions, risks and uncertainties. Our actual results or actions may differ materially from these forward-looking statements for many reasons, including, but not limited to, the matters discussed in this report under the caption “Risk Factors”. We urge you not to place undue reliance on these forward-looking statements, which speak only as of the date 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 year ended December 31, 2010 we had revenue of $188,634. In comparison for the year ended December 31, 2009 we had revenue of $149,681. From our inception on October 18, 2007 through December 31, 2010, we generated a total of $451,751 in revenue.  All revenues are earned from related parties.

Operating expenses, which consisted solely of general and administrative expenses, were $93,283 and $62,666 respectively for the years ended December 31, 2010 and 2009. For the period from our inception on October 18, 2007 through December 31, 2010, our operating expenses are $249,411. The major component of general and administrative expenses is professional fees.

For the year ended December 31, 2010 we had net income of $47,329. In comparison for the year ended December 31, 2009 we had net income of $74,274. We had net income of $93,059 for the period from our inception on October 18, 2007 through December 31, 2010.

We have been profitable for the last two fiscal years and believe that we will continue to be profitable in the next fiscal year.

To operate at a break-even level based upon our current level of business activity, we believe that we must generate approximately $100,000 in revenue per year. However, if our forecasts are inaccurate, we will need to raise additional funds.
 
 
 
- 13 -

 
 


On the other hand, we may choose to scale back our operations to operate at break-even with a smaller level of business activity, while adjusting our overhead to meet the revenue from current operations. In addition, we expect that we will need to raise additional funds if we decide to pursue more rapid expansion, the development of new or enhanced services or products, appropriate responses to competitive pressures, or the acquisition of complementary businesses or technologies, or if we must respond to unanticipated events that require us to make additional investments. We cannot assure that additional financing will be available when needed on favorable terms, or at all.
 
Liquidity and Capital Resources.
 
As of December 31, 2010, we had cash or cash equivalents of $402,152.
 
For the fiscal year ended December 31, 2010 net cash provided by operating activities was $8,166 compared to net cash provided by operating activities for the fiscal year ended December 31, 2009 of $57,287. Net cash provided by operating activities was $18,962 from our inception on October 18, 2007 through December 31, 2010.
 
      For the fiscal year ended December 31, 2010 net cash used in investing activities was $26,342 compared to net cash used in investing activities for the fiscal year ended December 31, 2009 of $277,934.  Cash flows used in investing activities were $488,125 from our inception on October 18, 2007 through December 31, 2010.  We purchased several investments during these time periods that have been recorded on the financials using Level 1fair value measurements, as defined under Critical Accounting Policies below.
 
For the fiscal year ended December 31, 2010 net cash flows provided by financing activities was $350,000 compared to net cash flows provided by financing activities for the fiscal year ended December 31, 2009 of $75,000.  Cash flows provided by financing activities were $871,315 from our inception on October 18, 2007 through December 31, 2010.  In 2008 the Company recorded a notes payable of $75,000 from a related party.  This note was increased by a net additional amount of $75,000 in 2009 and $350,000 in 2010.  Over the next twelve months we do not expect any material our capital costs to develop operations. We plan to buy office equipment to be used in our operations.

In January 2011, we purchased 113,910 units of Silver Verde May Mining Co., in the amount of $39,868.50. Each unit consists of one share of common stock and one redeemable stock purchase warrant.  Future financial statements will reflect the current market value of the stock.

We believe that we have sufficient capital in the short term for our current level of operations. This is because we believe that we currently have sufficient revenue within our present organizational structure and resources to remain profitable in our operations. We do not anticipate needing to raise additional capital resources in the next twelve months.
 
Our principal source of liquidity will be our operations. We expect variation in revenues to account for the difference between a profit and a loss. Also business activity is closely tied to the U.S. economy. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to successfully develop investments and our ability to generate revenues.
 
 In any case, we try to operate with minimal overhead. Our primary activity is to act as an asset manager by raising, investing and managing private equity and direct investment funds. If we succeed in generating sufficient revenues, we will continue to be profitable. We cannot guarantee that this will continue to occur. Our plan is to build our company in any manner which will be successful.
 
Off-Balance Sheet Arrangements
 
We have no off-balance sheet arrangements with any party.
 
 
 
 
- 14 -

 
 

 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.

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
The Company generates 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.

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

In January 2010, ASC guidance for fair value measurements and disclosure was updated to require additional disclosures related to transfers in and out of Level 1 and 2 fair value measurements and enhanced detail in the Level 3 reconciliation. The guidance was amended to clarify the level of disaggregation required for assets and liabilities and the disclosures required for inputs and valuation techniques used to measure the fair value of assets and liabilities that fall in either Level 2 or Level 3. The updated guidance was effective for the Company’s fiscal year beginning January 1, 2010, with the exception of the Level 3 disaggregation which is effective for the Company’s fiscal year beginning January 1, 2011. The adoption had no impact on the Company’s consolidated financial position, results of operations or cash flows.
 
 
 
- 15 -

 
 
 
In January 2010, the FASB issued an accounting standard update titled “Fair Value Measurements and Disclosures (Topic 820), Improving Disclosures About Fair Value Measurements.” This new guidance requires additional disclosures to be provided, which are as follows: 1) transfers in and out of Levels 1 and 2 and the reasons for the transfers, 2) additional breakout of asset and liability categories and 3) purchases, sales, issuances and settlements to be reported separately in the Level 3 roll forward. The adoption did not have a material impact on our consolidated results of operations or financial condition.
 
There were various other accounting standards and interpretations issued during 2010 and 2009, 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.

 
 
 
- 16 -

 
 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
 

 
 


 

 
WestMountain Asset Management, Inc.



 
FINANCIAL STATEMENTS
 

With
 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


                                                                      




 
 
 
- 17 -

 
 

 
TABLE OF CONTENTS


   
Page
 
       
Report of Independent Registered Public Accounting Firm
      F-2  
         
Consolidated Balance Sheets at December 31, 2010 and 2009
      F-3  
         
Consolidated Statements of Operations for the year ended December 31, 2010 and  December 31, 2009 and for the period from October 18, 2007 (inception) to December 31, 2010
      F-4  
         
Consolidated Statement of Changes in Shareholders’ Equity for the period from October 18, 2007 (inception) to December 31, 2010
      F-5  
         
Consolidated Statements of Cash Flows for the year ended December 31, 2010 and  December 31, 2009 and for the period from October 18, 2007 (inception) to December 31, 2010
      F-6  
         
Notes to Consolidated Financial Statements
      F-7  


 
 
 
F - 1

 
 
Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders:
WestMountain Asset Management, Inc.


We have audited the accompanying balance sheets of WestMountain Asset Management, Inc. as of December 31, 2010 and 2009, and the related statements of operations, changes in shareholders’ deficit, and cash flows for the years ended December 31, 2010 and 2009, and the period from October 18, 2007 (inception) through December 31, 2010. These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of WestMountain Asset Management, Inc. as of December 31, 2010 and 2009, and the results of its operations and its cash flows for the years ended December 31, 2010 and 2009, and the period from October 18, 2007 (inception) through December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.



/s/ Cordovano and Honeck LLP
Cordovano and Honeck LLP
Englewood, Colorado
April 14, 2011
 
 
 
 
F - 2

 
 
 
 
WestMountain Asset Management, Inc.
(A Development Stage Company)
Consolidated Balance Sheets
 
 
             
   
December 31,
   
December 31,
 
                                  Assets
 
2010
   
2009
 
             
             
Cash and cash equivalents  (note 1 and note 9)
  $ 402,152     $ 70,328  
Certificates of deposit  (note 2)
    11,800       203,667  
Accounts receivable, related parties  (note 7)
    22,417       30,436  
Note receivable
    90,000       -  
Prepaid expenses
    1,601       3,433  
Computers, net  (note 3 )
    3,896       6,039  
Intangibles, net  (note 4 )
    6,858       12,589  
Investment, at fair value  (note 1 note 9  note 10  note 11)
    10,808,319       20,485,282  
Deferred tax asset, net  (note 5)
    23,947       12,676  
Deposit  (note 10)
    -       70,155  
      Total assets
  $ 11,370,990     $ 20,894,605  
                 
                  Liabilities and Shareholders' Equity
               
Liabilities:
               
   Accounts payable
  $ 433     $ -  
   Income tax payable  (note 5)
    24,775       19,023  
   Note payable, related parties  (note 7)
    500,000       150,000  
   Interest payable, related parties  (note 7)
    37,178       4,438  
   Accrued liabilities
    14,523       11,650  
   Accrued liabilities, related parties  (note 7)
    525       800  
   Deferred tax liability  (note 5)
    3,839,311       7,725,296  
      Total liabilities
    4,416,745       7,911,207  
                 
Shareholders' Equity:  (note 6)
               
   Preferred stock, $.10 par value; 1,000,000 shares authorized,
    -       -  
      -0- shares issued and outstanding for 2010 and 2009
               
   Common stock, $.001 par value; 50,000,000 shares authorized,
    9,062       9,062  
      9,061,750 shares issued and outstanding for 2010 and 2009
               
   Additional paid-in-capital
    362,253       362,253  
   Earnings accumulated during development stage
    93,059       45,730  
  Other comprehensive income, net  (note 11)
    6,489,871       12,566,353  
      Total shareholders' equity
    6,954,245       12,983,398  
Total liabilities and shareholders' equity
  $ 11,370,990     $ 20,894,605  
                 

The accompanying notes are an integral part of these financial statements.
 
 
 
F - 3

 
 

 
WestMountain Asset Management, Inc.
(A Development Stage Company)
Consolidated Statements of Operations
For the years ended December 31, 2010 and 2009 and for the
period October 18, 2007 (inception) through December 31, 2010
 
   
For the years ended
December 31,
   
October 18, 2007
(Inception)
Through
December 31,
 
   
2010
   
2009
   
2010
 
                   
Revenue:  (note 1 and note 7)
                 
   Advisory/consulting fees, related parties
  $ 98,932     $ 27,713     $ 132,717  
   Management fees, related parties
    89,702       121,968       319,034  
Total revenue
    188,634       149,681       451,751  
                         
Operating expenses:  (note 8)
                       
   Sales, general and administrative expenses
    93,283       62,666       249,411  
Total sales, general and administraive expenses
    93,283       62,666       249,411  
                         
Net income from operations
    95,351       87,015       202,340  
                         
Other income/(expense)
                       
   Interest income
    782       3,346       13,201  
   Interest expense
    (32,740 )     (9,740 )     (44,379 )
   Loss on investment
    -       -       (50,000 )
Total other income/(expense)
    (31,958 )     (6,394 )     (81,178 )
                         
Net income before income taxes
    63,393       80,621       121,162  
                         
   Provision for income taxes  (note 5)
    16,064       6,347       28,103  
Net income
  $ 47,329     $ 74,274     $ 93,059  
                         
Basic and diluted income per share
  $ 0.01     $ 0.01          
Basic and diluted weighted average common
                       
   shares outstanding
    9,061,750       9,061,750          
                         

The accompanying notes are an integral part of these financial statements.
 
 
 
F - 4

 
 


WestMountain Asset Management, Inc.
(A Development Stage Company)
Statement of Changes in Shareholders' Equity
For the period from October 18, 2007 (inception) through December 31, 2010
 
                                 
Earnings
             
                                 
Accumulated
             
   
Preferred Stock
   
Common Stock
   
Additional
   
During
   
Unrealized
       
         
Par
         
Par
   
Paid-in
   
Development
   
Holdings
       
   
Shares
   
Value
   
Shares
   
Value
   
Capital
   
Stage
   
Gain/(Loss)
   
Total
 
                                                                 
Balance at October 18, 2007
    -     $ -       -     $ -     $ -     $ -     $ -     $ -  
                                                                 
November 19, 2007 common
   stock shares sold
                                                               
   at $0.001 per share
    -       -       290,000       290       -       -       -       290  
                                                                 
November 20, 2007 common
   stock shares sold
                                                               
   at $0.01 per share
    -       -       235,000       235       2,115       -       -       2,350  
                                                                 
November 28, 2007 common
   stock shares sold
                                                               
   at $0.04 per share
    -       -       8,050,000       8,050       311,950       -       -       320,000  
                                                                 
November 30, 2007 common
   stock shares sold
                                                               
   at $0.10 per share
    -       -       486,750       487       48,188       -       -       48,675  
                                                                 
Net loss, October 18, 2007
   (inception) through
    -       -       -       -       -       (29,460 )     -       (29,460 )
   December 31, 2007
                                                               
                                                                 
Balance at December 31, 2007
    -       -       9,061,750       9,062       362,253       (29,460 )     -       341,855  
                                                                 
Net income, for the year ended
                                                               
     December 31, 2008
    -       -       -       -       -       916       -       916  
                                                                 
Balance at December 31, 2008
    -       -       9,061,750       9,062       362,253       (28,544 )     -       342,771  
                                                                 
Other comprehensive income
    for the year ended
                                                               
     December 31, 2009
    -       -       -       -       -               12,566,353       12,566,353  
                                                                 
Net income, for the year ended
                                                               
     December 31, 2009
    -       -       -       -       -       74,274       -       74,274  
                                                                 
Balance at December 31, 2009
    -       -       9,061,750       9,062       362,253       45,730       12,566,353       12,983,398  
                                                                 
 Other comprehensive income
    for the year ended
                                                               
     December 31, 2010
    -       -       -       -       -       -       (6,076,482 )     (6,076,482 )
                                                                 
Net income, for the year ended
                                                               
     December 31, 2010
    -       -       -       -       -       47,329       -       47,329  
                                                                 
Balance at Dectember 31, 2010
    -     $ -       9,061,750     $ 9,062     $ 362,253     $ 93,059     $ 6,489,871     $ 6,954,245  
                                                                 


The accompanying notes are an integral part of these financial statements.

 
 
 
F - 5

 
 
 
WestMountain Asset Management, Inc.
(A Development Stage Company)
Statements of Cash Flows
For the years ended December 31, 2010 and 2009 and for the
period October 18, 2007 (inception) through December 31, 2010
 
   
For the years ended
December 31,
   
October 18, 2007
(Inception)through
 December 31,
 
   
2010
   
2009
   
2010
 
                   
                   
Cash flows from operating activities:
                 
Net income
  $ 47,329     $ 74,274     $ 93,059  
Adjustments to reconcile net income to net cash used by operating activities:
                       
  Depreciation and amortization (note 3 and 4)
    9,666       5,998       19,151  
  Stock received for advisory fees (note 7)
    (88,932 )     (27,713 )     (122,717 )
    Changes in operating assets and operating liabilities:
                       
      Prepaid expenses
    1,832       (237 )     (1,601 )
      Accounts receivable, related parties (note 7)
    8,019       (723 )     (22,417 )
      Accounts payable and accrued liabilities
    35,771       5,033       52,659  
      Income tax payable (note 5)
    (5,519 )     655       828  
      Deposits (note 7)
    -       -       -  
        Net cash provided by operating activities
    8,166       57,287       18,962  
                         
Cash flows from investing activities:
                       
      Purchases of property and equipment  (note 3 and 4)
    (1,792 )     (14,764 )     (29,905 )
      Payments for investments (note 10)
    (126,417 )     (159,848 )     (356,420 )
      Notes receivable  (note 4)
    (90,000 )     -       (90,000 )
      Payments for and proceeds from certificates of deposit  (note 2)
    191,867       (103,322 )     (11,800 )
        Net cash (used in) provided by investing activities
    (26,342 )     (277,934 )     (488,125 )
                         
Cash flows from financing activities:
                       
     Payments for notes payable, related parties (note 7)
            (75,000 )     (75,000 )
     Proceeds from notes payable, related parties (note 7)
    350,000       150,000       575,000  
     Proceeds from sale of common stock  (note 6)
    -       -       371,315  
        Net cash provided by financing activities
    350,000       75,000       871,315  
                         
        Net change in cash
    331,824       (145,647 )     402,152  
                         
Cash and cash equivalents, beginning of period
    70,328       215,975       -  
                         
                         
Cash and cash equivalents, end of period
  $ 402,152     $ 70,328     $ 402,152  
                         
Supplemental disclosure of cash flow information:
                       
   Cash paid during the period for:
                       
     Income tax
  $ 20,363     $ 5,504     $ 25,867  
     Interest
  $ -     $ 7,200     $ 7,200  
                         
Non cash investing activities
                       
  Unrealized gains on investments
  $ (9,962,467 )   $ 20,291,649     $ 10,329,182  
  Deferred income taxes
  $ (3,885,985 )   $ 7,725,296     $ 3,839,311  
                         

The accompanying notes are an integral part of these financial statements.
 
 
 
F - 6

 
 

WestMountain Asset Management, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements


(1)    Nature of Organization and Summary of Significant Accounting Policies
 
Nature of Organization and Basis of Presentation
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.

The Company is a development stage enterprise in accordance with ASC 915 “Accounting and Reporting by Development Stage Enterprises".  The Company’s plan is to act as an investment asset manager by raising, investing and managing private equity and direct investment funds for third parties including high net worth individuals and institutions.
 
Use of Estimates
The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Cash and Cash Equivalents
The Company considers all highly liquid securities with original maturities of three months or less when acquired to be cash equivalents.  As of December 31, 2010 we had a three month certificate of deposit in the amount of $102,571 that matured January 24, 2011.  There was no cash equivalents as of December 31, 2009. 
 
Accounts Receivable
Accounts receivable consists of amounts due from the management fees. 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 collectable.  For the years ended December 31, 2010 and 2009, 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, 2010 our principal balance was $90,000.

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, 2010, the allowance for loss on note receivable was $-0-.

 
 
 
F - 7

 
 

WestMountain Asset Management, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
 

Revenue
The Company generates 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.

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).
 
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 liabilitiesare 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 valuations of the majority of the assets are considered Level 2 fair value measures under ASC 820.

We adopted the remaining provisions of ASC-820 for non-financial assets and liabilities beginning January 1, 2009.  Financial Accounting Standards Board (“FASB”) Staff Position (“FSP”) FAS 157-2 deferred the effective date of ASC-820 for one year relative to nonfinancial assets and liabilities that are measured at fair value, but are recognized or disclosed at fair value on a nonrecurring basis.  This deferral applied to such items as indefinite-lived intangible assets and nonfinancial long-lived asset groups measured at fair value for impairment assessments.  The adoption of the remaining provisions of ASC-820 did not have a material impact on our consolidated results of operations or financial condition.

 
 
 
F - 8

 
 

WestMountain Asset Management, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
 

The following methods and assumptions were used to estimate the fair value of each class of financial instruments:

1.  
Cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities:  The carrying amounts approximate fair value because of the short maturity of these instruments.
 
2.  
Investments:  Available-for-sale securities are recorded at fair value.  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, 2010, we held available-for-sale securities with an aggregate fair value of $10,808,319 including $6,489,871 of unrealized gains (net of tax) recorded in accumulated other comprehensive income.  As of December 31, 2010, 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 the assets.  (See Note 9 for details of available for sale investments).
 
3.
Notes receivable:  The carrying value of our notes receivable are presented as the face amount of the note.

4.
Note payable to related parties:  The carrying value of our debt is presented as the face amount of the note.
 
 
 
 
F - 9

 
 

  WestMountain Asset Management, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements

 
The Company’s assets measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820 at December 31, 2010, 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)
2010
Assets:
       
Available-for-sale
       
  securities
 $8,357,269
 $2,451,050
 $              -
 $10,808,319
         

There were no changes to the valuation techniques used during the period.

Computers/Intangibles and Depreciation/Amortization
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.

Available for Sale Investments
The Company reports all of its investments on the balance sheet as available for sale.  The asset reflects the original cost of the investments, 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. See Note 10 and 11.
 

 
 
 
F - 10

 
 


WestMountain Asset Management, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
 

Uncertain Tax Positions
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 year ended December 31, 2010 was -0- shares.

Subsequent Events
The FASB issued ASC 855-10 “Subsequent Events” which establishes general standards for accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued or are available to be issued. The pronouncement requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date, whether that date represents the date the financial statements were issued or were available to be issued.  The company has evaluated all subsequent events through the date the financial statements were available to be issued (see Note 12).

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. For entities in which we own less than 100% of the equity interest, we consolidate the property if we have the direct or indirect ability to make decisions about the entities’ activities based upon the terms of the respective entities’ ownership agreements. For these entities, we record a non-controlling interest representing equity held by non-controlling interests.

The accompanying consolidated financial statements include the accounts of WestMountain Asset Management, Inc. and the following 100% owned subsidiaries, which were active at December 31, 2010:
      
       WestMountain Business Consulting, Inc.
       WestMountain Allocation Analytics, Inc.
       WestMountain Valuation Services, Inc.

 
 
 
F - 11

 
 


WestMountain Asset Management, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements

 
Recently Issued Accounting Pronouncements
In January 2010, ASC guidance for fair value measurements and disclosure was updated to require additional disclosures related to transfers in and out of Level 1 and 2 fair value measurements and enhanced detail in the Level 3 reconciliation. The guidance was amended to clarify the level of disaggregation required for assets and liabilities and the disclosures required for inputs and valuation techniques used to measure the fair value of assets and liabilities that fall in either Level 2 or Level 3. The updated guidance was effective for the Company’s fiscal year beginning January 1, 2010, with the exception of the Level 3 disaggregation which is effective for the Company’s fiscal year beginning January 1, 2011. The adoption had no impact on the Company’s consolidated financial position, results of operations or cash flows.

In January 2010, the FASB issued an accounting standard update titled “Fair Value Measurements and Disclosures (Topic 820), Improving Disclosures About Fair Value Measurements.” This new guidance requires additional disclosures to be provided, which are as follows: 1) transfers in and out of Levels 1 and 2 and the reasons for the transfers, 2) additional breakout of asset and liability categories and 3) purchases, sales, issuances and settlements to be reported separately in the Level 3 roll forward. The adoption did not have a material impact on our consolidated results of operations or financial condition.
 
There were various other accounting standards and interpretations issued during 2010 and 2009, none of which are expected to have a material impact on the Company’s consolidated financial position, operations, or cash flows.

Fiscal Year-end
The Company operates on a December 31 year-end.
 

 (2)   Certificates of Deposit
 
 The company has made it a policy to invest funds over and above its forecasted operating expenses in certificates of deposit.  The terms on the certificates have ranged from three to six months.  
 
 
(3)   Computers
 
The Company currently has three computers that are being depreciated over three years.  One computer was place in service in 2008 in the amount of $4,800.  An additional computer was purchased in October 2009 in the amount of $3,738.  The last computer was purchased in February 2010 in the amount of $935. Depreciation for the years ended December 31, 2010 and 2009 was $3,132 and $2,045 respectively.

 
 
 
F - 12

 
 


WestMountain Asset Management, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements

 
(4)  Intangibles
 
The Company purchased a software program in 2007 in the amount of $8,550.  In 2009, additional purchases were made to upgrade the software program in the amount of $402.  The software and upgrades are amortized over three years.  In the third and fourth quarters of 2009 the Company implemented a website.   Total costs recorded for the year ended December 31, 2009 was $10,622.  In March 2010 we had additional work done on the website in the amount of $858.  We amortize the website costs over a three year period of time.  Amortization for the years ended December 31, 2010 and 2009 was $6,533 and $3,953 respectively.
 
 
(5)   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,
 
   
2010
   
2009
 
                 
Income(Loss) before income taxes
  $ 63,393     $ 80,621  
Current payable
    25,417       19,023  
Deferred income tax benefit
    (9,353 )     (12,676 )
Adjustment of beginning of period valuation
               
  allowance for deferred tax assets
    -       -  
Income tax expense, net, reported in the
               
  accompanying statement of operations
  $ 16,064     $ 6,347  
                 
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The deferred tax asset increased by $11,271 and $2,657 for the years ended December 31, 2010 and December 31, 2009.

 
 
 
F - 13

 
 

WestMountain Asset Management, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
 
 
As of December 31, 2010 and 2009, the components of the net deferred tax assets/(liabilities) are as follows:

   
For the years ended
 
   
December 31,
 
   
2010
   
2009
 
Net operating loss carry forwards
  $ -     $ -  
Depreciation/amortization of other
    23,947       12,676  
  Total
  $ 23,947     $ 12,676  
                 
Valuation allowance
  $ -     $ -  
Net deferred income taxes
  $ 23,947     $ 12,676  
Net deferred tax liability
  $ 3,022,490     $ 7,725,296  

A reconciliation of the US statutory federal income tax rate to the effective tax rate is as follows:

   
For the years ended
 
   
December 31,
 
   
2010
   
2009
 
US statutory federal rate
    21.716%       19.164%  
State income tax rate, net of federal benefit
    3.625%       3.743  %  
Change in valuation allowance
    0.000 %       0.000 %  
Effective tax rate
    25.341%       22.907%  


(6)    Stockholders Equity
 
On November 19, 2007 the Company sold 290,000 shares of its common stock for $290 or $0.001 per share.
 
On November 20, 2007 the Company sold 235,000 shares of its common stock for $2,350 or $0.01 per share.
 
On November 28, 2007 the Company sold 8,050,000 shares of its common stock to WestMountain Blue, LLC, an affiliate, for a cash price of $320,000 or $0.04 per share.  The stock transaction made WestMountain Blue, LLC the Company’s majority shareholder.
 
On November 30, 2007 the Company sold 486,750 shares of its common stock for $48,675 or $0.10 per share.  The stock sale was made in reliance on an exemption from registration of a trade in the United States under Rule 504 and/or Section 4(6) of the Act.  The Company relied upon exemptions from registration believed by it to be available under federal and state securities laws in connection with the offering.
 
A total of 9,061,750 shares were issued for a total cash price of $371,315.  As of December 31, 2007, the common stock issued and outstanding at par is $9,062 or $0.001 per share.  The amount over and above the $0.001 par value per share is recorded in the additional paid-in capital account in the amount of $362,253.
 
There were no changes in common stock and additional paid in capital for the years ended December 31, 2010 and 2009.
 
 
 
F - 14

 
 


WestMountain Asset Management, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements

 
(7)    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, 2011.  Total expenses incurred with Bohemian Companies were $12,000 for the years ending December 31, 2010 and 2009.  As of December 31, 2010 the Company did not have a balance due to Bohemian Companies, LLC.
 
For the year ended December 31, 2010 and 2009 the Company recorded $89,702 and $121,968 in revenue for management fees charged to WestMountain Prime, LLC, a related party.  For the period October 18, 2007 (inception) through December 31, 2010 the Company recorded $319,034 in management fees.  The Company earns management fees based on the size of the funds managed, and incentive income based on the performance of the funds.
 
For the year ended December 31, 2010 and 2009 the Company recorded $98,932 and $27,713 respectively, in revenue for advisory fees charged to CapTerra Financial Group, Inc. and Accredited Members, Inc. “AMI”, formerly Across America Real Estate Exchange, Inc., both are related parties.  For the period October 18, 2007 (inception) through December 31, 2010 the Company recorded a total of $132,717 in advisory fees. 
 
As of December 31, 2010 the Company recorded $22,417 as an accounts receivable.  As of December 31, 2009, $30,436 was recorded as an accounts receivable.  The accounts receivable balance, for both years, represent fourth quarter management fees that were due from WestMountain Prime, LLC. Both amounts were paid off in the following respective quarters.
 
On October 15, 2008, the Company signed a promissory note in the amount of $75,000 from BOCO Investments, Inc.  The interest rate on the note was 12%.  All principal and interest of this note was paid in full in 2009. On September 15, 2009 the Company signed a promissory note with BOCO Investments, Inc. (BOCO), a related party, in the amount of $150,000.  The note matured in March 2010 and has been extended to March 2011.  On June 30, 2010 the Company entered into a new note for $500,000 with an interest rate of 10% and a maturity date of June 30, 2011. The September 15, 2009 note for $150,000 was canceled and the principal and interest was rolled into the new note.  As of December 31, 2010 the full amount of the note and related accrued interest, in the amount of $37,178 is outstanding.
 
The Company entered into an agreement with SP Business Solutions (“SP”) to provide accounting and related services for the Company.  The owner, Joni Troska, was appointed Secretary of WestMountain Asset Management, Inc. on March 19, 2010, and is considered to be a related party.  As of December 31, 2010 an accrual of $525 has been recorded for unpaid services.

 
 
 
F - 15

 
 

WestMountain Asset Management, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
 
 
In December 2009 the Company formed three new companies, WestMountain Business Consulting, Inc., WestMountain Allocation Analytics, Inc. and WestMountain Valuation Services, Inc. that are included in our consolidated financial statements. We transferred $2,000 into each checking account in December 2009.  As of December 31, 2010, no other activity has been recorded.
 
On September 29, 2010 CapTerra Financial Group, Inc. merged with Nexcore Group LP. The Company provided advisory services related to the transaction and for those services received 1,645,000 warrants. In December the warrants were exercised and the resulting investment in equity securities have been recorded at a fair value of $2,451,050 as of December 31, 2010.  The equity securities have been restricted and cannot be sold for two years.
 
(8)    Operating Expenses
 
The total administrative expense recorded on the financials for the period October 18, 2007 through December 31, 2010 was $249,411.  For the years ended December 31, 2010 and 2009 operating expenses were $93,283 and $62,666 respectively.  Most of the operating expenses consist of professional and legal fees charged to the Company.
 
(9)  Concentration of Credit Risk
 
Cash
The Company has concentrated its credit risk for cash by maintaining deposits in financial institutions, which may at times exceed the amounts covered by insurance provided by the United States Federal Deposit Insurance Corporation ("FDIC"). As of December 31, 2010 the Company had $52,189 for the excess of the deposit liabilities reported by the financial institution over the amount that would have been covered by FDIC. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk to cash.
 
Investments
The Company’s investment in Omni Bio Pharmaceutical, Inc. currently makes up approximately 74% of the Company’s assets as of December 31, 2010.  The investment in Omni Bio Pharmaceutical, Inc. consists of the original cost, exercise of the options from GDBA Investments, Inc. and the valuation of the investment that is based on the quoted market price as of December 31, 2010.  Since the Company bases this investment on market price, the amount reflected on the balance sheet will change based on the market price on the date of the balance sheet.
 
 (10)    Investments and Deposits
 
The Company invested in two companies in the fourth quarter of 2008. The investments are Marine Exploration and Omni Bio Pharmaceutical, Inc. (OMNI, formerly Across America Financial Services, Inc.)  In February 2010 the Company paid $2,000 for 200,000 warrants of Accredited Members, Inc. (AMI, formerly Across America Real Estate Exchange, Inc.)  
 
In 2008 the Company invested $50,000 for 175,000,000 shares of common stock in 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 lost significantly more than $50,000 in 2008.  This loss was significantly over and above the Company’s percentage ownership of the loss. In 2008, the Company recorded the loss at the amount of the total investment, or $50,000. On August 24, 2010, Marine Exploration authorized a reverse split of 1 new share for 500 old shares of their common stock. After the reverse split, the Company now has 350,000 shares of common stock and has less than 20% ownership in Marine Exploration.

 
 
 
F - 16

 
 

WestMountain Asset Management, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
 
 
In the year 2008 the Company’s other investment was in Omni, formerly Across America Financial Services, Inc., that is recorded at the cost of the original investment plus the exercise price of the option from GDBA Investments, Inc. The ownership in Omni continues to be less than 20%.  The original cost of $6,072, is a noncash transaction that represents the fair value of services performed by the Company in exchange for shares of common stock of Omni.  In 2009 an additional noncash transaction in the amount of $27,713 was recorded as part of the investment.  This cost represents the fair value of services performed by the Company in exchange for shares of common stock of Omni.   As of December 31, 2010 the fair value of Omni stock was $4.00.  The Company booked an unrealized loss of $13,656,856 based on the change in the market value from December 31, 2009 of $12.00. On March 31, 2009, Financial Services merged with Omni Bio Pharmaceutical, Inc.
 
A deposit of $35,078 was paid to GDBA Investments, LLC in the 4th quarter of 2008 for an option to purchase 1,169,250 shares of common stock in Across America Financial Services for $122,771 or $0.105 per share. The option may be exercised beginning 91 days after the date GDBA Investments, LLC ceases to be an affiliate of the Company and continues to be exercisable for 180 days thereafter.  In October 2009 the option was exercised and is included as part of the Company’s investment in Omni.
 
A deposit of $35,077 was paid to GDBA Investments, LLC in the 4th quarter of 2008 for an option to purchase 1,169,250 shares of common stock in Across America Real Estate Exchange for $122,771.25 or $0.105 per share.  The option could be exercised beginning 91 days after the date GDBA Investments, LLC ceases to be an affiliate of the Company and continues to be exercisable for 180 days thereafter.  This option was extended for an additional year. A payment of $35,077 was made in October 2009 for this extension. 1,169,250 shares represent 64.6% ownership in Across America Real Estate Exchange.  On February 24, 2010 Across America Real Estate Exchange merged with AMI. In addition, the Company received 329,463 shares at a cost of $0.22 per share or $72,482 as part of the investment. This cost represents the value of services performed by the Company in exchange for shares of common stock of AMI. In March 2010, after the merger, the Company paid $2,000 for 200,000 warrants of AMI.  As of December 31, 2010, the fair value of the AMI investment was $0.90, which resulted in an unrealized gain totaling $1,261,433.   
 
On September 29, 2010 CapTerra Financial Group, Inc. merged with Nexcore Group LP. The Company provided advisory services related to the transaction and for those services received 1,645,000 warrants. In December the warrants were exercised and the resulting investment in equity securities has been recorded at a fair value of $2,451,050 as of December 31, 2010.  The equity securities have been restricted and cannot be sold for two years.

 
 
 
F - 17

 
 

WestMountain Asset Management, Inc.
(A Development Stage Company)
Notes to the Consolidated Financial Statements

(11)  Comprehensive Income
 
Comprehensive income (loss) is comprised of net income (loss) and other comprehensive income (loss).  Other comprehensive income (loss) includes an unrealized gain of marketable equity securities.  The details of comprehensive income are as follows:
 
   
For the year ended
   
For the year ended
 
   
December 31,
   
December 31,
 
   
2010
   
2009
 
Net Income, as reported
  $ 47,329     $ 74,274  
                 
Other Comprehensive Income(loss):
               
  Unrealized gain of marketable equity securities
    (6,076,482 )     12,566,353  
                 
Comprehensive Income
  $ (6,029,153 )   $ 12,640,627  
 

(12)    Subsequent Events
 
On March 29, 2011 the market price of Omni is $3.00 per share, a decrease of $1.00 from $4.00 as of December 31, 2010. Based on this net change in market price, the value of the investments would decrease by $1,707,107.
 
On March 29, 2011 the market price of Accredited Members is $0.80 per share, a decrease of $0.10 from $0.90 as of December 31, 2010. Based on this net change in market price, the value of the investments would decrease by $169,871.
 
On March 29, 2011 the market price of CapTerra Financial Group is $1.01 per share, a decrease of $0.48 from $1.49 as of December 31, 2010. Based on this net change in market price, the value of the investments would decrease by $789,600. The determination of this investment is measured on a recurring basis using Level 2 valuation measures.  See Footnote 1 for further details on fair value measurements.

 In January 2011, we purchased 113,910 units of Silver Verde May Mining Co., in the amount of $39,868.50. Each unit consists of one share of common stock and one redeemable stock purchase warrant.  Future financial statements will reflect the current market value of the stock.

 
 
 
F - 18

 
 

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, 2010.  Accordingly, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2010.

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, 2010. 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, 2010.


 
 
 
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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.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Set forth below is the name of the sole director and officer of the Company, all positions and offices with the Company held, the period during which he has served as such, and the business experience during at least the last five years:
 
     Name
 
Age
 
Positions and Offices Held
         
Brian L. Klemsz
 
 52
 
President, Treasurer, Director
         
 Joni K Troska
 
51
 
Secretary
 
Mr. Klemsz has been the Company’s President, Treasurer, and sole Director since our inception. Since March, 2007, he has been the Chief Investment Officer of BOCO Investments, LLC.  He was President and Chief Investment Officer for GDBA Investments, LLLP, a private investment partnership from May 2000 until February 2007. He is currently also the President, Secretary-Treasurer, and sole Director of WestMountain Distressed Debt, Inc., WestMountain Asset Management, Inc., and WestMountain Alternative Energy, Inc., which are public companies. He is also a member of the Board of Directors of CapTerra Financial Group, Inc., a public company 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.

 
 
 
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Ms. Troska has been the Company’s Secretary since March 2010. She has been corporate Secretary of CapTerra Financial Group, Inc.(“CPTA”), a public company, since January 20, 2009. As of August 2009 she was appointed Treasurer and Chief Financial Officer of CPTA.  Prior to 2009 she was Secretary-Treasurer from its inception in April, 2003 until 2005. She also serves as corporate Secretary of WestMountain Asset Management, Inc., WestMountain Distressed Debt, Inc., and, WestMountain Alternative Energy, Inc., all public companies. She started SP Business Solutions, a business consulting service, in April, 2002. Prior to that period, she was employed for fourteen years as the General Accounting Manager and financial liaison for software implementations and acquisition integration by Advanced Energy Industries, Inc., a public international electronics manufacturing company, in Fort Collins, Colorado.  While employed by Advanced Energy, she obtained her business degree in July 2001.
 
Family Relationships
 
There are no family relationships among our directors and executive officers. No director or executive officer has been a director or executive officer of any business which has filed a bankruptcy petition or had a bankruptcy petition filed against it. No director or executive officer has been convicted of a criminal offense within the past five years or is the subject of a pending criminal proceeding. No director or executive officer has been the subject of any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities. No director or officer has been found by a court to have violated a federal or state securities or commodities law.
 
Committees of the Board of Directors

There are no committees of the Board of Directors.

Section 16(a) Beneficial Ownership Reporting Compliance

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

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

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

We have not had a stock option plan or other similar incentive compensation plan for officers, directors and employees, and no stock options, restricted stock or SAR grants were granted or were outstanding at any time. 

 
 
 
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Item 11. EXECUTIVE COMPENSATION

Our officer and director does not receive any compensation for his services rendered to us, nor have he received such compensation in the past.  As of the date of this registration statement, we have no funds available to pay our officer and director.  Further, our officer and director is not accruing any compensation pursuant to any agreement with us. We have no plans to pay any compensation to our officer and director in the future.

We have entered into an agreement with SP Business Solutions (“SP”) to provide accounting and related services for us.  The owner, Ms. Joni Troska, was appointed our corporate Secretary on March 19, 2009 and is considered to be a related party.  Fees are charged and paid on a quarterly basis.  As of December 31, 2010 an accrual of $525 has been recorded for unpaid services. Otherwise, our officers and director are not accruing any compensation pursuant to any agreement with us.

 Our officers and director will receive any finder’s fee, either directly or indirectly, as a result of his efforts to implement our business plan outlined herein.
 
No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by us for the benefit of our employees.
 

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

The following sets forth the number of shares of our $0.001 par value common stock beneficially owned by (i) each person who, as of December 31, 2010, 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 9,061,750 common shares were issued and outstanding as of December 31, 2010.

 Name and Address
Amount and Nature of
Percent
 of Beneficial Owner
Beneficial Ownership(1)(2)
of Class
     
WestMountain Blue, LLC(3)
8,050,000
88.8%
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
   
     
 
Joni K. Troska
100,000
10.1%
123 North College Avenue, Ste 200
   
Fort Collins, Colorado 80524
   
     
All Officers and Directors as a Group
1,452,400
16.0%
(two person)
   
     
_____________

   (1)  All ownership is beneficial and of record, unless indicated otherwise.
   (2)  The Beneficial owner has sole voting and investment power with respect to the shares shown. 
   (3)  Mr. Klemsz owns 16.8% of WestMountain Blue, LLC.


 
 
 
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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.

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, 2011.  Total expenses incurred with Bohemian Companies were $12,000 for the years ending December 31, 2010 and 2009.  As of December 31, 2010 the Company did not have a balance due to Bohemian Companies, LLC.

For the year ended December 31, 2010 and 2009 the Company recorded $89,702 and $121,968 in revenue for management fees charged to WestMountain Prime, LLC, a related party.  For the period October 18, 2007 (inception) through December 31, 2010 the Company recorded $319,034 in management fees.  The Company earns management fees based on the size of the funds managed, and incentive income based on the performance of the funds.

For the year ended December 31, 2010 and 2009 the Company recorded $98,932 and $27,713 respectively, in revenue for advisory fees charged to CapTerra Financial Group, Inc. and Accredited Members, Inc. “AMI”, formerly Across America Real Estate Exchange, Inc., both are related parties.  For the period October 18, 2007 (inception) through December 31, 2010 the Company recorded a total of $132,717 in advisory fees. 

As of December 31, 2010 the Company recorded $22,417 as an accounts receivable.  As of December 31, 2009, $30,436 was recorded as an accounts receivable.  The accounts receivable balance, for both years, represent fourth quarter management fees that were due from WestMountain Prime, LLC. Both amounts were paid off in the following respective quarters.

On October 15, 2008, the Company signed a promissory note in the amount of $75,000 from BOCO Investments, Inc.  The interest rate on the note was 12%.  All principal and interest of this note was paid in full in 2009. On September 15, 2009 the Company signed a promissory note with BOCO Investments, Inc. (BOCO), a related party, in the amount of $150,000.  The note matured in March 2010 and has been extended to March 2011.  On June 30, 2010 the Company entered into a new note for $500,000 with an interest rate of 10% and a maturity date of June 30, 2011. The September 15, 2009 note for $150,000 was canceled and the principal and interest was rolled into the new note.  As of December 31, 2010 the full amount of the note and related accrued interest, in the amount of $37,178 is outstanding.
 
 
 
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The Company entered into an agreement with SP Business Solutions (“SP”) to provide accounting and related services for the Company.  The owner, Joni Troska, was appointed Secretary of WestMountain Asset Management, Inc. on March 19, 2010, and is considered to be a related party.  As of December 31, 2010 an accrual of $525 has been recorded for unpaid services.
 
In December 2009 the Company formed three new companies, WestMountain Business Consulting, Inc., WestMountain Allocation Analytics, Inc. and WestMountain Valuation Services, Inc. that are included in our consolidated financial statements. We transferred $2,000 into each checking account in December 2009.  As of December 31, 2010, no other activity has been recorded.
 
On September 29, 2010 CapTerra Financial Group, Inc. merged with Nexcore Group LP. The Company provided advisory services related to the transaction and for those services received 1,645,000 warrants. In December the warrants were exercised and the resulting investment in equity securities have been recorded at a fair value of   $2,451,050 as of December 31, 2010.  The equity securities have been restricted and cannot be sold for two years.


ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our independent auditor, Cordovano and Honeck LLP, Certified Public Accountants, paid an aggregate of $18,947 for the year ended December 31, 2010 and for professional services rendered for the audit of the Company's annual financial statements and review of the financial statements included in its quarterly reports. This firm billed an aggregate of $13,119 for the year ended December 31, 2009 and for professional services rendered for the audit of the Company's annual financial statements and review of the financial statements included in its quarterly reports.

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

ITEM 15. EXHIBITS FINANCIAL STATEMENT SCHEDULES.
 
The following financial information is filed as part of this report:

(a)          (1) FINANCIAL STATEMENTS

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

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

            * Previously filed with Form SB-2 Registration Statement, January 2, 2008
          ** Previously filed with Form 10-KSB Registration Statement, February 29, 2008

 
 
 
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SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on April 15, 2011.


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

     
Date: April 15, 2011
By:     
/s/ Brian L. Klemsz
 
Brian L. Klemsz,
 
Director
 

 
 
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