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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
 
þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly period ended June 30, 2011
 
o 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 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)

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

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

Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “small reporting company” in Rule 12b-2 of the Exchange Act.
 
 Large accelerated filer  o Accelerated filer  o
 Non-accelerated filer  o Smaller reporting company  þ
(Do not check if a smaller reporting company)          
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes o    No þ

The number of shares outstanding of the registrant's common stock, as of the latest practicable date,  August 10, 2011, was 9,517,402.
 


 
 

 
FORM 10-Q
WestMountain Asset Management, Inc.

TABLE OF CONTENTS

 
PART I  FINANCIAL INFORMATION
 
     
Item 1.
Financial Statements
 
     
 
    Balance Sheets at June 30, 2011 (Unaudited) and December 31, 2010
3
 
      
 
 
    Statements of Operations (Unaudited) for the three months ended June 30, 2011 and 2010
       and for the six months ended June 30, 2011 and 2010 and for the period October 18, 2007
       (inception) through June 30, 2011
 
4
     
 
    Statement of Changes in Shareholders’ Equity (Unaudited) for the period October 18, 2007
       (inception) through June 30, 2011
5
     
 
    Statements of Cash Flows (Unaudited) for the six months ended June 30, 2011 and 2010 and
       for the period October 18, 2007 (inception) through June 30, 2011
     
 
Notes to the Financial Statements
7
     
Item 2.
Management’s Discussion and Analysis and Plan of Operation
15
     
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
17
     
Item 4.
Controls and Procedures
17
     
Item 4T.
Controls and Procedures
17
     
 
PART II  OTHER INFORMATION
 
     
Item 1.
Legal Proceedings
18
     
Item 1A.
Risk Factors
18
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
23
     
Item 3.
Defaults Upon Senior Securities
23
     
Item 4.
Submission of Matters to a Vote of Security Holders
23
     
Item 5.
Other Information
23
     
Item 6.
Exhibits
23
     
 
Signatures
24
 
 
2

 

PART I  FINANCIAL INFORMATION

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.

ITEM 1.  FINANCIAL STATEMENTS

             
WestMountain Asset Management, Inc.
           
(A Development Stage Company)
           
Condensed Consolidated Balance Sheets
           
             
             
             
   
June 30,
   
December 31,
 
Assets
 
2011
   
2010
 
   
(unaudited)
   
(audited)
 
             
Cash and cash equivalents  (note 1 and note 9)
  $ 266,041     $ 402,152  
Certificates of deposit  (note 2)
    11,806       11,800  
Accounts receivable, related parties  (note 7)
    22,416       22,417  
Note receivable
    90,000       90,000  
Prepaid expenses
    7,301       1,601  
Computers, net  (note 3 )
    2,451       3,896  
Intangibles, net  (note 4 )
    11,740       6,858  
Investment, at fair value  (note 1 note 9  note 10  note 11)
    5,013,317       10,808,319  
Deferred tax asset, net  (note 5)
    35,408       23,947  
      Total assets
  $ 5,460,480     $ 11,370,990  
                 
Liabilities and Shareholders' Equity
         
Liabilities:
               
   Accounts payable
  $ -     $ 433  
   Income tax payable  (note 5)
    12,174       24,775  
   Note payable, related parties  (note 7)
    -       500,000  
   Interest payable, related parties  (note 7)
    -       37,178  
   Accrued liabilities
    5,200       14,523  
   Accrued liabilities, related parties  (note 7)
    300       525  
   Deferred tax liability  (note 5)
    1,674,701       3,839,311  
      Total liabilities
    1,692,375       4,416,745  
                 
Shareholders' Equity:  (note 6)
               
   Preferred stock, $.10 par value; 1,000,000 shares authorized,
    -       -  
-0- shares issued and outstanding for 2011 and 2010
         
   Common stock, $.001 par value; 50,000,000 shares authorized,
    9,517       9,062  
9,517,402 shares issued and outstanding June 30, 2011
 
9,061,750 shares issued and outstanding December 31, 2010
 
   Additional paid-in-capital
    886,317       362,253  
   Earnings accumulated during development stage
    59,279       93,059  
  Other comprehensive income, net  (note 11)
    2,812,992       6,489,871  
      Total shareholders' equity
    3,768,105       6,954,245  
Total liabilities and shareholders' equity
  $ 5,460,480     $ 11,370,990  

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

 

WestMountain Asset Management, Inc.
                             
(A Development Stage Company)
                             
Condensed Consolidated Statements of Operations (unaudited)
                   
For the quarters ended June 30, 2011 and 2010 and for the
                   
six months ended June 30, 2011 and 2010 and for the
                   
period October 18, 2007 (inception) through June 30, 2011
                   
                               
                           
October 18, 2007
 
   
For the three months ended June 30,
   
For the six months ended June 30,
   
(Inception)
Through June 30,
 
   
2011
   
2010
   
2011
   
2010
   
2011
 
                               
Revenue:  (note 1 and note 7)
                             
   Advisory/consulting fees, related parties
  $ -     $ -     $ -     $ 82,482     $ 132,717  
   Management fees, related parties
    22,416       22,414       44,833       44,839       363,867  
Total revenue
    22,416       22,414       44,833       127,321       496,584  
                                         
Operating expenses:  (note 8)
                                       
   Sales, general and administrative expenses
    52,700       13,034       65,708       40,015       315,119  
Total sales, general and administraive expenses
    52,700       13,034       65,708       40,015       315,119  
                                         
Net income (loss) from operations
    (30,284 )     9,380       (20,875 )     87,306       181,465  
                                         
Other income/(expense)
                                       
   Interest income
    68       232       155       513       13,356  
   Interest expense
    (12,192 )     (3,835 )     (24,521 )     (7,533 )     (68,900 )
   Loss on investment
    -       -       -       -       (50,000 )
Total other income/(expense)
    (12,124 )     (3,603 )     (24,366 )     (7,020 )     (105,544 )
                                         
Net income (loss) before income taxes
    (42,408 )     5,777       (45,241 )     80,286       75,921  
                                         
   Provision for income taxes  (note 5)
    (10,744 )     2,337       (11,461 )     18,183       16,642  
Net income
  $ (31,664 )   $ 3,440     $ (33,780 )   $ 62,103     $ 59,279  
                                         
Basic and diluted income per share
  $ (0.00 )   $ 0.00     $ (0.00 )   $ 0.01          
Basic and diluted weighted average common
                                       
   shares outstanding
    9,071,876       9,061,750       9,066,813       9,061,750          

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

 
 
WestMountain Asset Management, Inc.
                                               
(A Development Stage Company)
                                               
Condensed Statement of Changes in Shareholders' Equity (unaudited)
                                           
For the period from October 18, 2007 (inception) through June 30, 2011
                                           
                                                 
                                 
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  
                                                                 
Other comprehensive income for the quarter ended
                                                               
     March 31, 2011
    -       -       -       -       -       -       (1,683,476 )     (1,683,476 )
                                                                 
Net loss, for the quarter ended
                                                               
     March 31, 2011
    -       -       -       -       -       (2,116 )     -       (2,116 )
                                                                 
Balance at March 31, 2011
    -     $ -       9,061,750     $ 9,062     $ 362,253     $ 90,943     $ 4,806,395     $ 5,268,653  
                                                                 
Other comprehensive income for the quarter ended
                                                               
     June 30, 2011
    -       -       -       -       -       -       (1,993,403 )     (1,993,403 )
                                                                 
Conversion of note payable and interest, related party
                    455,652       455       524,064                       524,519  
     on June 29, 2011
                                                               
                                                                 
Net loss, for the quarter ended
                                                               
     June 30, 2011
    -       -       -       -       -       (31,664 )     -       (31,664 )
                                                                 
Balance at June 30, 2011
    -     $ -       9,517,402     $ 9,517     $ 886,317     $ 59,279     $ 2,812,992     $ 3,768,105  
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
 
5

 
 

WestMountain Asset Management, Inc.
                 
(A Development Stage Company)
                 
Condensed Statements of Cash Flows (unaudited)
             
For the quarters ended June 30, 2011 and 2010 and for the
             
period October 18, 2007 (inception) through June 30, 2011
             
               
October 18, 2007
 
   
For the six months ended June 30,
   
(Inception)
through June 30,
 
   
2011
   
2010
   
2011
 
                   
                   
Cash flows from operating activities:
                 
Net income (loss)
  $ (33,780 )   $ 62,103     $ 59,279  
Adjustments to reconcile net income to net cash used by operating activities:
 
  Depreciation and amortization (note 3 and 4)
    3,793       4,917       22,943  
  Stock received for advisory fees (note 7)
    -       (72,483 )     (122,717 )
Changes in operating assets and operating liabilities:
                 
      Prepaid expenses
    (5,700 )     (677 )     (7,301 )
      Accounts receivable, related parties (note 7)
    1       8,022       (22,416 )
      Accounts payable and accrued liabilities
    (22,640 )     (316 )     30,019  
      Income tax payable (note 5)
    (24,062 )     (1,837 )     (23,234 )
        Net cash (used in) operating activities
    (82,388 )     (271 )     (63,427 )
                         
Cash flows from investing activities:
                       
      Purchases of property and equipment  (note 3 and 4)
    (7,230 )     (1,790 )     (37,134 )
      Payments for investments (note 10)
    (46,487 )     (124,771 )     (402,907 )
      Notes receivable
    -       -       (90,000 )
      Payments for and proceeds from certificates of deposit  (note 2)
    (6 )     89,557       (11,806 )
        Net cash (used in) investing activities
    (53,723 )     (37,004 )     (541,847 )
                         
Cash flows from financing activities:
                       
Payments for notes payable, related parties (note 7)
      -       -  
     Proceeds from notes payable, related parties (note 7)
    -       350,000       500,000  
     Proceeds from sale of common stock  (note 6)
    -       -       371,315  
        Net cash provided by financing activities
    -       350,000       871,315  
                         
        Net change in cash
    (136,111 )     312,725       266,041  
                         
Cash and cash equivalents, beginning of period
    402,152       70,328       -  
                         
                         
Cash and cash equivalents, end of period
  $ 266,041     $ 383,053     $ 266,041  
                         
Supplemental disclosure of cash flow information:
                 
   Cash paid during the period for:
                       
     Income tax
  $ 13,000     $ 20,000     $ 25,867  
     Interest
  $ 24,521     $ -     $ 31,721  
                         
Non cash investing activities
                       
  Unrealized gains on investments
  $ (5,841,489 )   $ (586,150 )   $ 4,487,693  
  Deferred income taxes
  $ (2,164,610 )   $ (377,531 )   $ (1,674,701 )
  Conversion of related parties note and interest to common stock
  $ 524,519     $ -     $ 524,519  

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

 
6

 

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

(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” formerly SFAS No. 7. 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.
 
Unaudited Financial Information
 
The accompanying financial information as of June 30, 2011 and for the three months ended June 30, 2011 and 2010, and for the six months ended June 30, 2011 and 2010, and the period from October 18, 2007 (inception) through June 30, 2011, is unaudited. In the opinion of management, all normal and recurring adjustments which are necessary to provide a fair presentation of the Company’s financial position at June 30, 2011 and its operating results for the three months and six months ended June 30, 2011 and 2010 and the period from October 18, 2007 (inception) through June 30, 2011, have been made. Certain information and footnote data necessary for a fair presentation of financial position and results of operations in conformity with accounting principles generally accepted in the United States of America have been condensed or omitted. It is therefore suggested that these financial statements be read in conjunction with the summary of significant accounting policies and notes to financial statements included in the Company’s annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) for the year ended December 31, 2010. The results of operations for the three months ended June 30, 2011 is not necessarily an indication of operating results to be expected for the year.
 
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 June 30, 2011 and December 31, 2010, there were $102,718 and $102,571 cash equivalents respectively.
 
Accounts Receivable
 
Accounts receivable consists of amounts due from 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 quarters ended June 30, 2011 and 2010, the company did not record any allowance against our accounts receivable balance.
 
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).
 
 
7

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

 

Fair Value of Financial Instruments
 
On January 1, 2008, the Company adopted ASC 820 Fair Value Measures, formerly SFAS 157. ASC 820 defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measures required under other accounting pronouncements, but does not change existing guidance as to whether or not an instrument is carried at fair value. The Company’s estimates of fair value for financial assets and financial liabilities are based on the framework established in SFAS 157. The framework is based on the inputs used in valuation and gives the highest priority to quoted prices in active markets and requires that observable inputs be used in the valuations when available. The disclosure of fair value estimates in the ASC 820 hierarchy is based on whether the significant inputs into the valuation are observable. In determining the level of the hierarchy in which the estimate is disclosed, the highest priority is given to unadjusted quoted prices in active markets and the lowest priority to unobservable inputs that reflect the Company’s significant market assumptions. The three levels of the hierarchy are as follows.  The Company’s assets measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820 at June 30, 2011, were 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 1 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.
 
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 based on unadjusted quoted market prices. 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.
 
8

 
 
WestMountain Asset Management, Inc.
(A Development Stage Company)
Notes to Condensed Consolidated Financial Statements
 
 
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 June 30, 2011, we held available-for-sale securities with an aggregate fair value of $5,013,317, including $2,812,992 of unrealized gains (net of income taxes) recorded in accumulated other comprehensive income. As of June 30, 2011, 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.
 
Note payable to related parties: The carrying value of our debt is presented as the face amount of the note due to the short term maturity of the instrument.
 
Assets and Liabilities Measured at Fair Value on a Recurring Basis as of June 30, 2011
 
             
   
For the six months ended
   
For the six months ended
 
   
June 30,
   
June 30,
 
   
2011
   
2010
 
Net Income, as reported
  $ (33,780 )   $ 62,103  
                 
Other Comprehensive Income(loss):
               
  Unrealized gain of marketable equity securities
    (3,676,879 )     (586,150 )
                 
Comprehensive Income
  $ (3,710,659 )   $ (524,047 )
                 
 
(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. Total cost of the computers is $9,473. Net book value as of June 30, 2011 is $2,451. Depreciation for the six months ended June 30, 2011 and 2010 was $1,446 and $1,553 respectively.

(4) Intangibles
 
The Company purchased a software program in 2007 and implemented a website in 2009 with updates done in the second quarter of 2011. We amortize all intangibles over a three year period of time. Total cost recorded for the Company intangibles is $27,662. Net book value as of June 30, 2011 is $11,740. Amortization for the six months ended June 30, 2011 and 2010 was $2,347 and $3,364 respectively.

(5) Income Taxes
 
The Company accounts for income taxes using the asset and liability method of accounting for deferred income taxes. Deferred tax assets and liabilities are recognized for the future tax consequence attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, operating losses and tax credit carryforwards.
 
 
9

 
WestMountain Asset Management, Inc.
(A Development Stage Company)
Notes to Condensed Consolidated Financial Statements
 
A valuation allowance is required to the extent it is more likely than not that a deferred tax asset will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.
 
In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the projected future taxable income and tax planning strategies in making this assessment.

(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.
 
On June 29, 2011, our related party note and interest, in the amount of $524,520.55, was converted to a total of 455,652 of common shares of the Company.
 
 
10

 
 
WestMountain Asset Management, Inc.
(A Development Stage Company)
Notes to Condensed 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 $3,000 for each quarter ending June 30, 2011 and 2010. As of June 30, 2011 the Company did not have a balance due to Bohemian Companies, LLC.
 
For the three months ended June 30, 2011 and 2010 the Company recorded $22,416 and $22,414 in revenue for management fees charged to WestMountain Prime, LLC, a related party. For the six month ended June 30, 2011 and 2010 the Company recorded $44,833 and $44,839 respectively for management fees. For the period October 18, 2007 (inception) through June 30, 2011 the Company recorded $363,867 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 six months ended June 30, 2011 and 2010 the Company recorded $-0- and $82,482, respectively, in revenue for advisory fees charged to Nexcore Healthcare Captial Corp, formerly 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 June 30, 2011 the Company recorded a total of $132,717 in advisory fees.
 
As of June 30, 2011 and 2010, the Company recorded $22,416 and 22,414 as an accounts receivable. The accounts receivable balances, for both periods, represent second quarter management fees that were due from WestMountain Prime, LLC.
 
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. On June 29, 2011 the full amount of the note and related accrued interest, in the amount of $524,521, was converted to 455,652 of common shares at a price of $1.15 which was determined by the Board of Directors to be the fair value of the shares as of that date.
 
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 June 30, 2011 an accrual of $300 has been recorded for unpaid services. Actual costs incurred for the three months and six months ended June 30, 2011 was $550 and $1,500 respectively.
 
 
11

 
 
WestMountain Asset Management, Inc.
(A Development Stage Company)
Notes to Condensed 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 June 30, 2011, 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 was 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 June 30, 2011 was $315,119. For the quarters ended June 30, 2011 and 2010 operating expenses were $52,700 and $13,034 respectively. For the six months ended June 30, 2011 and 2010, the operating expenses were $65,708 and $40,015 respectively. The increase in expenses for 2011 is due to the hiring of a new President in May 2011. Additional operating expense was recorded  for minor equipment to be used to upgrade the current website and will be used for future updates.
 
(9) Concentration of Credit Risk
 
Investments
 
The Company’s investment in Omni Bio Pharmaceutical, Inc. currently makes up approximately 63% of the Company’s assets as of June 30, 2011. 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 June 30, 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.

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 June 30, 2011, the Company has no risk for the excess of the deposit liabilities reported by the financial institution over the amount that would have been covered by FDIC. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk to cash.
 
(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. As of this date, the Company has less than 20% ownership in Marine Exploration.
 
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 June 30, 2011 the fair value of Omni stock was $2.00. The Company booked an unrealized loss of $3.4M based on the change in the market value from December 31, 2010 of $4.00.
 
 
12

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

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 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. 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 June 30, 2011, the fair value of AMI stock was $0.22. The Company booked an unrealized loss of $1.155M based on the change in the market value from December 31, 2010 of $0.90.
 
On September 29, 2010 CapTerra Financial Group, Inc. merged with Nexcore Group LP, now called NexCore Healthcare Capital Corp (NexCore). The Company provided advisory services related to the transaction and for those services received 1,625,000 warrants. As of June 30, 2011 the fair value of the warrants was $0.70. The Company booked an unrealized loss of $1.3M based on the change in the market value from December 31, 2010 of $1.49. The warrants have been restricted and cannot be exercised for two years.
 
On January 7, 2011 we purchased 113,910 units of Silver Verde May Mining Company at a cost of $39,868.50. Each unit consists of one share of common stock and one redeemable stock purchase warrant. The exercise period of the warrants is 5 years from January 31, 2010. The Company has an option to purchase one additional share of stock for two redeemable warrants and payment of $0.50. The warrants are callable by Silver Verde upon 30 days written notice to the Company.
 
In April, 2011 we purchased an additional 132,384 shares of common stock at a cost of $0.05. As of June 30, 2011, the fair value of the stock was $0.30. The Company booked an unrealized gain of $74K based on the change in the market value from January 7, 2011 of $0.28.

(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 six months ended
   
For the six months ended
 
   
June 30,
   
June 30,
 
   
2011
   
2010
 
Net Income (loss), as reported
  $ (33,780 )   $ 62,103  
                 
Other Comprehensive Income (loss):
               
  Unrealized gain (loss) of marketable equity securities
    (3,676,879 )     (586,150 )
                 
Comprehensive Income (loss)
  $ (3,710,659 )   $ (524,047 )
                 
 
13

 
WestMountain Asset Management, Inc.
(A Development Stage Company)
Notes to Condensed Consolidated Financial Statements
(12) Subsequent Events
 
On July 29, 2011 the market price of Omni is $1.45 per share, a decrease of $0.55 from $2.00 as of June 30, 2011. Based on this net change in market price, the value of the investments would decrease by $938,909.

On July 29, 2011 the market price of Accredited Members is $0.15 per share, a decrease of $0.07 from $0.22 as of June 30, 2011. Based on this net change in market price, the value of the investments would decrease by $118,910.
 
On July 29, 2011 the market price of CapTerra Financial Group is $0.51 per share, a decrease of $0.19 from $0.70 as of June 30, 2011. Based on this net change in market price, the value of the investments would decrease by $312,550. 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.
 
On July 29, 2011 the market price of Silver Verde May Mining Co. is $0.29 per share, a decrease of $0.01 from $0.30 as of June 30, 2011. Based on this net change in market price, the value of the investments would decrease by $1,372.
 
 
14

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

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

Forward-Looking Statements
 
This Quarterly Report on Form 10-Q and the documents incorporated herein by reference contain forward-looking statements. Such forward-looking statements are based on current expectations, estimates, and projections about our industry, management beliefs, and certain assumptions made by our management. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words, and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed or forecasted in any such forward-looking statements. Unless required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. However, readers should carefully review the risk factors set forth herein and in other reports and documents that we file from time to time with the Securities and Exchange Commission, particularly Annual Reports on Form 10-K, Quarterly reports on Form 10-Q and any Current Reports on Form 8-K.
 
General
 
We act as 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. We are currently generating revenues. As is the industry practice, we earn management fees based on the size of the funds that we manage and incentive income based on the performance of these funds. We do not focus on any particular industry but will look at any and all opportunities. We will screen investments with emphasis towards finding opportunities with long term potential.
 
To date, we have never had any discussions with any possible acquisition candidate nor have we any intention of doing so.

Our principal business address is 123 North College Avenue, Suite 200, Fort Collins, Colorado 80524. We operate out of one office in Colorado. We have no specific plans at this point for additional offices. On January 1, 2008, we entered into a Service Agreement with Bohemian Companies, LLC to provide us with certain defined services. These services include financial, bookkeeping, accounting, legal and tax matters, as well as cash management, custody of assets, preparation of financial documents, including tax returns and checks, and coordination of professional service providers as may be necessary to carry out the matters covered by the Service Agreement. We will compensate Bohemian Companies, LLC by reimbursing this entity for the allocable portion of the direct and indirect costs of each employee of Bohemian Companies, LLC who performs services on our behalf. We will receive invoices not less than quarterly from Bohemian Companies, LLC. This Service Agreement matures on December 31, 2011. Total expenses incurred with Bohemian Companies were $3,000 for the quarter ending June 30, 2011. As of June 30, 2011 the Company had a balance due to Bohemian Companies, LLC of $1,000.

We have not been subject to any bankruptcy, receivership or similar proceeding.
 
Results of Operations
 
The following discussion involves our results of operations for the quarter ended June 30, 2011 and 2010. For the quarter ended June 30, 2011 we had revenues of $22,416 compared to $22,414 for the quarter ended June 30, 2010. For the six months ended June 30, 2010, we had revenues of $44,833 compared to $127,321 for the six months ended June 30, 2010. Our revenues are associated with advisory services and management fees.
 
 
15

 
 
Operating expenses, consisting primarily of selling, general and administrative costs were $52,700 for the quarter ended June 30, 2011, compared to $13,034 for the quarter ended June 30, 2010. Operating expenses were $65,708 for the six months ended June 30, 2011, compared to $40,015 for the six months ended June 30, 2010. Most of the costs were attributable to professional and contract services. In May 2011 we hired our new President. There were two months of salary and benefits reflected in the current quarter and six month expenses. We do not anticipate these professional fees to be as significant in the future. We believe that our selling, general and administrative costs will increase as we grow our business activities going forward.

We had a net loss of $31,664 for the quarter ended June 30, 2011, compared to net income of $3,440 for the quarter ended June 30, 2010. We had a net loss of $33,780 for the six months ended June 30, 2011, compared to net income of $62,103 for the quarter ended June 30, 2010. For the period October 18, 2007 (inception) through June 30, 2011 net income was $59,279.
 
Liquidity and Capital Resources

Our cash or cash equivalents on June 30, 2011 were $266,041, compared to cash or cash equivalents on June 30, 2010 of $383,053.

Cash flows used in operating activities were $82,388 for the six months ended June 30, 2011, compared to net cash used in operating activities of $271 for the six months ended June 30, 2010. Cash flows used in operating activities from inception through June 30, 2011 were $63,427.

Net cash used in investing activities was $53,723 for the six months ended June 30, 2011, compared to $37,004 for the six months ended June 30, 2010. From our inception through June 30, 2011 our net cash used in investing activities was $541,847.

Cash flows provided by financing activities was $-0- for the six months ended June 30, 2011 and $350,000 for the six months ended June 30, 2010. We had $871,315 from our inception on October 18, 2007 through June 30, 2011.

Over the next twelve months we do not expect any material capital costs for our operations. We plan to buy office equipment to be used in our operations.

We expect our operating expenses to remain fairly constant for the remainder of the fiscal year.

On June 29, 2011, we entered into a Conversion and Termination Agreement with BOCO Investments, LLC. (BOCO) to convert the outstanding principal and interest on a promissory note owed by us to BOCO. As of June 29, 2011, we owed BOCO a total of $524,520.55 in principal and accrued interest on the promissory note. We converted the entire outstanding principal and interest on the promissory note into a total of 455,652 common shares and terminated the obligation.

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

We operate out of one office in Colorado. We have no specific plans at this point for additional offices.
 
 
16

 

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements with any party.
 
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

None.

ITEM 4. CONTROLS AND PROCEDURES

Not applicable

ITEM 4T. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, based on an evaluation of our disclosure controls and procedures (as defined in Rules 13a -15(e) and 15(d)-15(e) under the Exchange Act), our Chief Executive Officer and the Chief Financial Officer has concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the applicable time periods specified by the SEC’s rules and forms.
 
There were no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

This report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Identified in connection with the evaluation required by paragraph (d) of Rule 240.13a-15 or Rule 240.15d-15 of this chapter that occurred during the registrant’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
 
17

 

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS
 
You should carefully consider the risks and uncertainties described below; and all of the other information included in this document. Any of the following risks could materially adversely affect our business, financial condition or operating results and could negatively impact the value of your investment.
 
The occurrence of any of the following risks could materially and adversely affect our business, financial condition and operating result. In this case, the trading price of our common stock could decline and you might lose all or part of your investment.

Risks Related to Our Business and Industry
 
We have limited operating history, and may never sustain a profit. If we cannot operate profitably, we could go out of business.

We were formed as a Colorado business entity in October, 2007. While we have been profitable in our last two fiscal years, there can be no guarantee that we will be able to sustain our history of profitability. We have not been profitable in our most recent fiscal quarter. If we cannot sustain profitability, we could go out of business.

Our lack of substantial operating history makes it difficult for us to evaluate our future business prospects and make decisions based on those estimates of our future performance. An investor could lose his entire investment.
 
We have a limited operating history. An investor has no frame of reference to evaluate our future business prospects. This makes it difficult, if not impossible, to evaluate us as an investment. An investor could lose his entire investment if our future business prospects do not result in our ever becoming profitable.
 
 
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If we do not generate adequate revenues to finance our operations, our business may fail.
 
We generate revenues and have been profitable, although not in the most  current fiscal quarter. As of June 30, 2011, we had a cash position of $266,041. We had certificates of deposit of $11,806. We anticipate that operating costs will be approximately $120,000 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 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 substantial operating history, raising additional funds may be difficult.
 
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 and BOCO Investments, LLC will limit the ability of other shareholders to influence corporate actions.
 
Our largest shareholder, WestMountain Blue, LLC and BOCO Investments, LLC, together own 8,505,562 shares and thereby control approximately 89.4% of our outstanding shares. Because WestMountain Blue, LLC and BOCO Investments, LLC individually beneficially control 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 Chief Executive Officer and President
 
We depend almost entirely on the efforts and continued employment of Mr. Brian L. Klemsz, our Chief Executive and Financial Officer and sole Director and Mr. Steve Anderson, our President. Mr. Anderson is our primary executive officer, and we will depend on him for nearly all aspects of our operations. We do not have an employment contract with Mr. Anderson or Mr. Klemsz, and we do not carry key person insurance on the life of either gentleman. The loss of the services of either Mr. Klemsz or Mr. Anderson through incapacity or otherwise, would have a material adverse effect on our business. It would be very difficult to find and retain qualified personnel such as either Mr. Klemsz or Mr. Anderson.

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.
 
 
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Difficult market conditions can adversely affect our funds in many ways, including by reducing the value or performance of the investments made by our funds and reducing the ability of our funds to raise or deploy capital, which could materially reduce our revenue and results of operations.
 
If economic conditions are unfavorable our funds may not perform well and we may not be able to raise money in existing or new funds. Our funds are materially affected by conditions in the global financial markets and economic conditions throughout the world. The global market and economic climate may deteriorate because of many factors beyond our control, including rising interest rates or inflation, terrorism or political uncertainty. In the event of a market downturn, our businesses could be affected in different ways. Our funds may face reduced opportunities to sell and realize value from their existing investments, and a lack of suitable investments for the funds to make. In addition, adverse market or economic conditions as well as a slowdown of activities in a particular sector in which portfolio companies of these funds operate could have an adverse effect on the earnings of those portfolio companies, and therefore, our earnings.
 
A general market downturn, or a specific market dislocation, may cause our revenue and results of operations to decline by causing:
 
 
·
the net asset value of the assets under management to decrease, lowering management fees;
 
·
lower investment returns, reducing incentive income;
 
·
material reductions in the value of our fund investments in portfolio companies which reduce our ‘‘surplus’’ and, therefore, our ability to realize incentive income from these investments; and
 
·
investor redemptions, resulting in lower fees.
 
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.
 
 
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We have limited experience as a public company.

We have only operated as a public company since 2008. Thus, we have limited experience in complying with the various rules and regulations which are required of a public company. As a result, we may not be able to operate successfully as a public company, even if our operations are successful. We plan to comply with all of the various rules and regulations which are required of a public company. However, if we cannot operate successfully as a public company, your investment may be materially adversely affected. Our inability to operate as a public company could be the basis of your losing your entire investment in us.
 
We may be required to register under the Investment Company Act of 1940, or the Investment Advisors Act, which could increase the regulatory burden on us and could negatively affect the price and trading of our securities.
 
Because our business involves the identification, acquisition and development of investments, we may be required to register as an investment company under the Investment Company Act of 1940 or the Investment Advisors Act and analogous state law. While we believe that we are currently either not an investment company or an investment advisor or are exempt from registration as an investment company under the Investment Company Act of 1940 or the Investment Advisors Act and analogous state law, either the SEC or state regulators, or both, may disagree and could require registration either immediately or at some point in the future. As a result, there could be an increased regulatory burden on us which could negatively affect the price and trading of our securities.
 
Our stock has a limited public trading market on the OTC Bulletin Board and there is no guarantee an active trading market will ever develop for our securities.
 
There has been, and continues to be, a limited public market for our common stock. We trade under the symbol WASM. An active trading market for our shares has not, and may never develop or be sustained. If you purchase shares of common stock, you may not be able to resell those shares at or above the initial price you paid. The market price of our common stock may fluctuate significantly in response to numerous factors, some of which are beyond our control, including the following:
 
* actual or anticipated fluctuations in our operating results;
* changes in financial estimates by securities analysts or our failure to perform in line with such estimates;
* changes in market valuations of other companies, particularly those that market services such as ours;
* announcements by us or our competitors of significant innovations, acquisitions, strategic partnerships, joint ventures or capital commitments;
* introduction of product enhancements that reduce the need for the products our projects may develop;
* departures of key personnel.

Of our total outstanding shares as of June 30, 2011, a total of 8,605,652, or approximately 90.4%, will be restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our common stock to drop significantly, even if our business is doing well.
 
As restrictions on resale end, the market price of our stock could drop significantly if the holders of restricted shares sell them or are perceived by the market as intending to sell them.
 
 
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Applicable SEC rules governing the trading of “Penny Stocks” limit the liquidity of our common stock, which may affect the trading price of our common stock.
 
Our common stock currently trades well below $5.00 per share. As a result, our common stock is considered a “penny stock” and is subject to SEC rules and regulations that impose limitations upon the manner in which our shares can be publicly traded. These regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock and the associated risks. Under these regulations, certain brokers who recommend such securities to persons other than established customers or certain accredited investors must make a special written suitability determination for the purchaser and receive the written purchaser’s agreement to a transaction prior to purchase. These regulations have the effect of limiting the trading activity of our common stock and reducing the liquidity of an investment in our common stock.
 
The over-the-counter market for stock such as ours is subject to extreme price and volume fluctuations.
 
The securities of companies such as ours have historically experienced extreme price and volume fluctuations during certain periods. These broad market fluctuations and other factors, such as new product developments and trends in the our industry and in the investment markets generally, as well as economic conditions and quarterly variations in our operational results, may have a negative effect on the market price of our common stock.
 
Buying low-priced penny stocks is very risky and speculative.
 
Our shares are defined as a penny stock under the Securities and Exchange Act of 1934, and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 jointly with spouse, or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker-dealer must make a suitability determination for each purchaser and receive the purchaser's written agreement prior to the sale. In addition, the broker-dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may affect the ability of broker-dealers to make a market in or trade our common stock and may also affect your ability to resell any shares you may purchase in the public markets.
 
Issuances of our stock could dilute current shareholders and adversely affect the market price of our common stock, if a public trading market develops.
 
We have the authority to issue up to 50,000,000 shares of common stock, 1,000,000 shares of preferred stock, and to issue options and warrants to purchase shares of our common stock without stockholder approval. Although no financing is planned currently, we may need to raise additional capital to fund operating losses. If we raise funds by issuing equity securities, our existing stockholders may experience substantial dilution. In addition, we could issue large blocks of our common stock to fend off unwanted tender offers or hostile takeovers without further stockholder approval.
 
The issuance of preferred stock by our board of directors could adversely affect the rights of the holders of our common stock. An issuance of preferred stock could result in a class of outstanding securities that would have preferences with respect to voting rights and dividends and in liquidation over the common stock and could, upon conversion or otherwise, have all of the rights of our common stock. Our board of directors' authority to issue preferred stock could discourage potential takeover attempts or could delay or prevent a change in control through merger, tender offer, proxy contest or otherwise by making these attempts more difficult or costly to achieve.
 
 
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Colorado law and our Articles of Incorporation protect our directors from certain types of lawsuits, which could make it difficult for us to recover damages from them in the event of a lawsuit.
 
Colorado law provides that our directors will not be liable to our company or to our stockholders for monetary damages for all but certain types of conduct as directors. Our Articles of Incorporation require us to indemnify our directors and officers against all damages incurred in connection with our business to the fullest extent provided or allowed by law. The exculpation provisions may have the effect of preventing stockholders from recovering damages against our directors caused by their negligence, poor judgment or other circumstances. The indemnification provisions may require our company to use our assets to defend our directors and officers against claims, including claims arising out of their negligence, poor judgment, or other circumstances.
 
We do not expect to pay dividends on common stock.
 
We have not paid any cash dividends with respect to our common stock, and it is unlikely that we will pay any dividends on our common stock in the foreseeable future. Earnings, if any, that we may realize will be retained in the business for further development and expansion.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
 
On June 29, 2011, we entered into a Conversion and Termination Agreement with BOCO Investments, LLC. (BOCO) to convert the outstanding principal and interest on a promissory note owed by us to BOCO. As of June 29, 2011, we owed BOCO a total of $524,520.55 in principal and accrued interest on the promissory note. We converted the entire outstanding principal and interest on the promissory note into a total of 455,652 common shares and terminated the obligation.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES
 
None

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

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

Exhibit
Number
 
Description
3.1*
 
Articles of Incorporation
3.2*
 
Bylaws
10.1**
 
Service Agreement With Bohemian Companies, LLC
10.2   Conversion and Termination Agreement
31.1
 
Certification of CEO/CFO pursuant to Sec. 302
32.1
 
Certification of CEO/CFO pursuant to Sec. 906
 
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document*
101.INS
 
XBRL Instance Document
101.SCH
 
XBRL Taxonomy Extension Schema Document
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document


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

Reports on Form 8-K

No reports were filed under cover of Form 8-K for the fiscal quarter ended June 30, 2011.

 
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized August 11, 2011.
 
 
WEST MOUNTAIN ASSET MANAGEMENT, INC.,
a Colorado corporation
 
       
 
By:
/s/ Brian L. Klemsz
 
   
Brian L. Klemsz, President, Chief Executive Officer, Chief Financial Officer and
Director (Principal Executive, Accounting and Financial Officer)
 
       
       
 
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