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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly period ended  March 31, 2013
 
[] 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 [X]  No [ ]

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

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

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

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

The number of shares outstanding of the registrant's common stock, as of the latest practicable date, April 30, 2013, was 9,517,402

 


 
 
 
 
 
 
 
 
FORM 10-Q
WestMountain Asset Management, Inc.

TABLE OF CONTENTS


PART I  FINANCIAL INFORMATION
 
 
Item 1. Financial Statements
 
   
       Consolidated Balance Sheets (Unaudited) at March 31, 2013 and December 31, 2012
3
             
 
       Consolidated Statements of Operations (Unaudited) for the three months ended
           March 31, 2013 and 2012
 
4
   
      Consolidated Statements of Cash Flows (Unaudited) for the three months ended March 31, 2013 and 2012
5
   
Notes to the Consolidated Financial Statements (Unaudited)
6
   
Item 2. Management’s Discussion and Analysis and Plan of Operation
11
   
Item 3. Quantitative and Qualitative Disclosures About Market Risk
14
   
Item 4. Controls and Procedures
14
   
Item 4T. Controls and Procedures
14
   
PART II  OTHER INFORMATION
 
   
Item 1. Legal Proceedings
14
   
Item 1A. Risk Factors
14
   
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
20
   
Item 3. Defaults Upon Senior Securities
20
   
Item 4. Submission of Matters to a Vote of Security Holders
20
   
Item 5. Other Information
20
   
Item 6. Exhibits
21
   
Signatures
22
   
 
 
 
 
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.
 
Consolidated Balance Sheets (Unaudited)
 
             
   
March 31,
   
December 31,
 
   
2013
   
2012
 
                                  Assets
           
Current Assets:
           
  Cash and cash equivalents
  $ 65,989     $ 50,257  
  Investments in marketable securities
    1,390,636       1,630,964  
  Accounts receivable, related parties
    30,500       37,050  
  Accounts receivable
    14,000       10,000  
  Prepaid expenses
    3,128       2,820  
  Deferred tax asset, net
    114,286       113,037  
  Other Current Assets:
               
    Certificates of deposit
    11,818       11,817  
      Total current assets
    1,630,357       1,855,945  
                 
Property and equipment, net of accumulated depreciation of
               
  $9,473 and $9,447, respectively
    -       26  
Intangible assets, net of accumulated amortization of $25,061
               
  and $24,367, respectively
    2,601       3,295  
Investments in nonmarketable securities, at cost
    31,645       31,645  
      Total assets
  $ 1,664,603     $ 1,890,911  
                 
Liabilities and Shareholders' Equity
               
Current Liabilities:
               
  Accounts payable and accrued liabilities
  $ 44,683     $ 28,999  
  Accrued liabilities, related parties
    -       1,000  
  Deferred revenue
    14,000       26,000  
      Total current liabilities
    58,683       55,999  
                 
Deferred tax liability
    354,030       443,085  
      Total liabilities
    412,713       499,084  
                 
Shareholders' Equity:
               
  Preferred stock, $0.10 par value; 1,000,000 shares authorized,
    -       -  
    none issued and outstanding
               
  Common stock, $.001 par value; 50,000,000 shares authorized,
    9,518       9,518  
    9,517,402 shares issued and outstanding
               
  Additional paid-in capital
    923,476       920,946  
  Accumulated deficit
    (282,470 )     (291,276 )
  Other comprehensive income, net
    601,366       752,639  
      Total shareholders' equity
    1,251,890       1,391,827  
Total liabilities and shareholders' equity
  $ 1,664,603     $ 1,890,911  
 
The accompanying notes are an integral part of these unaudited consolidated financial statements.

 
 
 
3

 
 
 
WestMountain Asset Management, Inc.
 
Consolidated Statements of Operations and Other Comprehensive Loss (Unaudited)
 
             
   
Three Months Ended
 
   
March 31,
 
   
2013
   
2012
 
Revenue:
           
   Advisory/consulting fees, related parties
  $ 30,750     $ 18,000  
   Advisory/consulting fees
    30,000       5,000  
   Management fees, related parties
    18,678       21,027  
Total revenue
    79,428       44,027  
                 
Operating expenses:
               
   Selling, general and administrative expenses
    84,042       95,748  
Total operating expenses
    84,042       95,748  
                 
Loss from operations
    (4,614 )     (51,721 )
                 
Other income:
               
   Interest income
    1       6  
   Dividend income on nonmarketable securities
    16,450       -  
Total other income
    16,451       6  
                 
Net income (loss) before income taxes
    11,837       (51,715 )
                 
   Income tax expense
    3,031       -  
Net income (loss)
  $ 8,806     $ (51,715 )
                 
Other comprehensive loss
               
  Unrealized loss on investments in marketable equity securities, net of tax
    (151,273 )     (1,722,231 )
Comprehensive loss
  $ (142,467 )   $ (1,773,946 )
                 
Basic net loss per share
  $ 0.00     $ (0.01 )
Diluted net loss per share
    0.00       (0.01 )
                 
Basic weighted average common  shares outstanding
    9,517,402       9,517,402  
Diluted weighted average common  shares outstanding
    9,597,574       9,517,402  
 
The accompanying notes are an integral part of these unaudited consolidated financial statements.

 
 
 
4

 
 
 
WestMountain Asset Management, Inc.
 
Consolidated Statements of Cash Flows (unaudited)
 
             
   
Three Months Ended
 
   
March 31,
 
   
2013
   
2012
 
Cash flows from operating activities:
           
Net income (loss)
  $ 8,806     $ (51,715 )
Adjustments to reconcile net loss to net cash used in operating activities:
               
  Depreciation and amortization
    720       1,983  
  Stock based compensation expense
    2,530       8,190  
  Income tax benefit
    3,031       -  
    Changes in operating assets and operating liabilities:
               
      Prepaid expenses and other current assets
    (309 )     3,211  
      Accounts receivable
    (4,000 )     5,000  
      Accounts receivable, related parties
    6,550       3,817  
      Accounts payable and accrued liabilities
    11,404       184  
      Accounts payable, related parties
    (1,000 )     (2,000 )
      Deferred revenue
    (12,000 )     -  
        Net cash used in operating activities
    15,732       (31,330 )
                 
Net change in cash
    15,732       (31,330 )
Cash and cash equivalents, beginning of period
    50,257       118,566  
Cash and cash equivalents, end of period
  $ 65,989     $ 87,236  
                 
Supplemental disclosure of cash flow information:
               
   Cash paid during the period for:
               
     Income taxes
  $ -     $ -  
     Interest
    -       -  
                 
Non cash investing and financing activities
               
  Unrealized loss on investments in marketable securities
  $ 151,273     $ 1,722,231  
  Conversion of notes receivable to marketable securities
    -       30,000  
 
 
The accompanying notes are an integral part of these unaudited consolidated financial statements.

 
 
 
5

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


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

Nature of Organization and Basis of Presentation
 

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

Unaudited Financial Information
 
The accompanying financial information as of March 31, 2013, for the three months ended March 31, 2013 and 2012 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 March 31, 2013 and its operating results for the three months ended March 31, 2013 and 2012 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, 2012. The results of operations for the three months ended March 31, 2013 is not necessarily an indication of operating results to be expected for the year.
 
Commitments and Contingencies
 
Based on currently available information, the Company believes that it is remote that future costs related to known contingent liability exposures will exceed current accruals by an amount that would have a material adverse impact on our financial statements. As the Company learns new facts concerning contingencies, the Company reassesses its position both with respect to accrued liabilities and other potential exposures. In the case of all known contingencies, the Company accrues a liability when the loss is probable and the amount is reasonably estimable. The Company does not reduce these liabilities for potential insurance or third-party recoveries.
 
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 March 31, 2013 there were no cash equivalents.
 
Fair Value of Financial Instruments
 
Available-for-sale securities are accounted for on a specific identification basis. As of March 31, 2013 and December 31, 2012 respectively, we held available-for-sale marketable securities with an aggregate fair value of $1,390,636 and $1,630,964, respectively.  As of March 31, 2013, all of our available-for-sale securities were invested in publically traded equity holdings. Available-for-sale securities were classified as current based on the percentage of the equity controlled by the Company as well as our intended use of the assets. The Company recognized unrealized income and losses, net of tax, in accumulated other comprehensive income for the three months ended March 31, 2013 and 2012 in the amounts of $151,273 and $1,722,231, respectively.

The Company’s assets measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820 at March 31, 2013 and December 31, 2012, were as follows:
 
 
6

 

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


Assets and Liabilities Measured at Fair Value on a Recurring Basis as of March 31, 2013
 
 
Quoted Prices in
Significant
   
 
Active Markets for
Other
Significant
 
 
Identical Assets and
Observable
Unobservable
Balance as of
 
Liabilities
Inputs
Inputs
March 31,
Description
(Level 1)
(Level 2)
(Level 3)
2013
Assets:
       
Available-for-sale
       
  marketable securities
 $                   1,390,636
 $                   -
 $                   -
 $               1,390,636

Assets and Liabilities Measured at Fair Value on a Recurring Basis as of December 31, 2012
 
 
Quoted Prices in
Significant
   
 
Active Markets for
Other
Significant
 
 
Identical Assets and
Observable
Unobservable
Balance as of
 
Liabilities
Inputs
Inputs
December 31,
Description
(Level 1)
(Level 2)
(Level 3)
2012
Assets:
       
Available-for-sale
       
  marketable securities
 $                   1,630,964
 $                   -
 $                   -
 $               1,630,964
 
Deferred Revenue

The Company recognizes deferred revenue on a straight line basis over the period for which the services are performed.  In the second quarter of 2012 we received $50,000 cash that represented services to be provided through August 2013. As of March 31, 2013 we had a deferred revenue balance of $14,000. During the three months ended March 31, 2013 we recognized $12,000 of advisory/consulting fees revenue under this contract.

(2)    Investments

Investments in Available for Sale Marketable Securities

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

               
As of March 31, 2013
 
                           
Accumulated
 
               
Share
   
Market/Cost
   
Unrealized
 
Company Name
 
Shares
   
Cost
   
Price
   
Value
   
Gain/(Loss)
 
                               
  Omni Bio Pharmaceutical, Inc.
    1,707,107     $ 193,634     $ 0.3500     $ 597,487     $ 403,853  
  Accredited Members Holding
    Corporation
    1,691,713       194,306       0.0975       164,942       (29,364 )
  Silver Verde May Mining Co., Inc
    246,294       46,488       0.2300       56,647       10,159  
  WestMountain Gold, Inc., formerly WestMountain Index Advisor, Inc.
    866,000       866       0.6600       571,560       570,694  
Totals
    4,511,114     $ 435,294             $ 1,390,636     $ 955,342  
 
 
 
 
7

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


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


Investments in Nonmarketable Securities

The Company’s investments in nonmarketable securities accounted for under the cost method as of March 31, 2013and December 31, 2012 are summarized below.

Company Name
 
Shares
   
Cost
 
Nexcore Real Estate, LLC
    1,645,000     $ 1,645  
SRKP 16, Inc.
    200,000       30,000  
Totals
    1,845,000     $ 31,645  

On January 25, 2013, NexCore Real Estate, LLC declared $0.01 per share cash dividend payable on February 18, 2013 to holders of NexCore common stock of record on February 4, 2013. As of that date, the Company owned 1,645,000 shares of common stock and received a cash dividend of $16,450.

(3) Stockholders Equity
 
Common Stock

There were 9,517,402 shares of common stock outstanding as of March 31, 2013 and December 31, 2012. 

No common shares were issued or cancelled during the three months ended March 31, 2013.
 
Stock options
 
On August 15, 2012, the Company approved the employee compensation plan and granted a total of 200,000 common stock options, to our employees. As stated in the compensation plan, these options have a four year term. Fifty percent of the options will become vested and exercisable immediately, 25% on the first anniversary date of August 15, 2012, and 25% on the second anniversary date of August 15, 2013. The options have an exercise price of $0.27 per share, which was the fair value of the stock on the day of the grant. The fair value of the options was determined to be $41,038 using the Black Scholes option pricing model. The significant assumptions in the model included a risk free rate of 0.99%, a volatility input of 99.96% and using the simplified method, the expected term used in the calculation is 2.375 years. During the three months ended March 31, 2013, $2,530 was expensed to the income statement. The remaining $3,879 will be expensed over the remaining vesting period through August 15, 2013.
 
 
 
 
8

 
 
 
WestMountain Asset Management, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
 
 
The following table presents the activity for common stock options during the three months ended March 31, 2013:
 
         
Weighted
 
         
Average
 
   
Options
   
Exercise Price
 
Outstanding - December 31, 2012
    200,000     $ 0.27  
Granted
    -       -  
Forfeited/canceled
    -       -  
Exercised
    -       -  
Outstanding - March 31, 2013
    200,000     $ 0.27  

The weighted average remaining life of these 200,000 options as of March 31, 2013 and December 31, 2012 was 2.4 and 2.6 years respectively.

The following table presents the composition of options outstanding and exercisable as of March 31, 2013 and December 31, 2012. The exercisable options have an intrinsic value of $36,000 and $57,000 as of March 31, 2013 and December 31, 2012, respectively.
 
As of March 31, 2013:
               
     
Options Outstanding
 
Options Exercisable
 
Range of Exercise Prices
 
Number
 
Life
 
Number
 
Price
 
0.27
 
200,000
 
2.4
 
150,000
 
0.27
                   
As of December 31, 2012:
               
     
Options Outstanding
 
Options Exercisable
 
Range of Exercise Prices
 
Number
 
Life
 
Number
 
Price
 
0.27
 
200,000
 
2.6
 
100,000
 
0.27
 
(4) Related Parties
 
Bohemian Companies, LLC and BOCO Investments, LLC are two companies under common control.  Mr. Klemsz, our President, has been the Chief Investment Officer of BOCO Investments, LLC since March 2007.  Since there is common control between the two companies and a relationship with our Company President, we are considering all transactions with Bohemian Companies, LLC and BOCO Investments, LLC, related party transactions.

On January 1, 2008, we entered into a Service Agreement with Bohemian Companies, LLC to provide us with certain defined services. These services include financial, bookkeeping, accounting, legal and tax matters, as well as cash management, custody of assets, preparation of financial documents, including tax returns and checks, and coordination of professional service providers as may be necessary to carry out the matters covered by the Service Agreement.  We 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 expires on December 31, 2013.  Total expenses incurred with Bohemian Companies were $3,000 for the three months ending March 31, 2013 and 2012.  As of December 31, 2012 the Company had a balance due to Bohemian Companies, LLC of $1,000. As of March 31, 2013, the balance is $-0-.

For the three months ended March 31, 2013 and 2012 the Company recorded management fee revenues of $18,678 and $21,027, respectively, for asset management services performed on behalf of WestMountain Prime, LLC, a related party. The Company and WestMountain Prime, LLC are under common principal ownership.  The Company earns management fees based on the size of the funds managed, and incentive income based on the performance of the funds.
 
For the three months ended March 31, 2013 and 2012, the Company recorded aggregate advisory/consulting revenue of $60,750 and $23,000, respectively. Of the $60,750 recorded in 2013, $30,750 is related party revenue for services performed on behalf of Nexcore Group LP and WestMountain Gold, Inc., formerly WestMountain Index Advisor, Inc., formerly known as WestMountain Gold, Inc., formerly WestMountain Index Advisor, Inc. The company, Nexcore and Index are under common principal ownership. Of the $23,000 recorded in 2012, $18,000 is related party revenue for services performed on behalf of Nexcore Group LP. The company and Nexcore are under common principal ownership.
 
 
 
 
9

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


As of March 31, 2013 and December 31, 2012, the Company had $30,500 and $37,050, respectively, of accounts receivable from related parties. These amounts represent management fees that were due from WestMountain Prime, LLC. and consulting services for marketing and social media due from Nexcore Group LP.
  
On September 29, 2010 CapTerra Financial Group, Inc. merged with Nexcore Group LP (“Nexcore”). The Company provided advisory services related to the transaction and for those services received 1,645,000 warrants. In December 2010, these warrants were exercised for common stock of Nexcore Group LP. As of March 31, 2013 and December 31, 2012, no active market existed for these securities and so the company kept the value of this investment on the books at the aggregate exercise price of $1,645.  The equity securities have been restricted and cannot be sold for two years.

On January 25, 2013, Nexcore Real Estate, LLC declared $0.01 per share cash dividend payable on February 18, 2013 to holders of NexCore common stock of record on February 4, 2013. As of that date, the Company owned 1,645,000 shares of common stock. In the first quarter 2013, we received a cash dividend of $16,450 that was recorded as dividend on nonmarketable securities.
 
 
 
 
10

 
 

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

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

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

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 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 expires on December 31, 2013.  Total expenses incurred with Bohemian Companies were $3,000 for the quarters ended March 31, 2013 and 2012. As of March 31, 2013 the Company had no balance due to Bohemian Companies, LLC.

Operations

We act primarily as a fee-based marketing and media consultant to public companies and, secondarily, as an investment asset manager. We are currently generating revenues.

As a consultant, we provide investor relations, website development, video production, and associated marketing and media services to clients. We are paid fees for our services by our clients underwritten consulting agreements.

As a secondary source of revenue, we raise, invest and manage private equity and direct investment funds for third parties including high net worth individuals and institutions. We earn management fees based on the size of the funds that we manage and incentive income based on the performance of these funds. We do not focus on any particular industry but look at any and all opportunities. We will screen investments with emphasis towards finding opportunities with long term potential.
 
Currently, we believe that we have sufficient capital to implement our business operations or to sustain them indefinitely. We have been profitable in the past, including the most recent fiscal quarter. If we can maintain our profitability, we could operate at our present level indefinitely. To date, we have never had any discussions with any possible acquisition candidate nor have we any intention of doing so.
 
We have not been subject to any bankruptcy, receivership or similar proceeding.

 
 
 
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Results of Operations
 
The following discussion involves our results of operations for the three months ended March 31, 2013 and 2012.

For the three months ended March 31, 2013 we had revenues of $79,428 compared to $44,027 for the three months ended March 31, 2012.  This represents a 80% increase, or $35,401over the two periods reported. We recorded $18,678 and $21,027 in related party management fees for the three months ended March 31, 2013 and 2012 respectively. As part of the total revenues for the three months ended March 31, 2013 and 2012, we recorded total consulting fees revenue of $60,750 and $23,000, respectively. Of the consulting fee revenue, $30,750 and $18,000, respectively, were from related parties.
 
Approximately 62% of the revenues of our clients in the first quarter 2013 came from entities which were under common principal ownership with our majority shareholder. This percentage represents a reduction from approximately 89% in the prior year’s fiscal quarter. While we believe that this trend is a positive development which may or may not continue, our revenue remains subject to greater uncertainty than if we had revenue commitments from a number of clients not under common principal ownership. We could be materially impacted if the current arrangement does not continue, and we cannot replace our current clients with other clients.

Operating expenses, consisting primarily of selling, general and administrative costs were $84,042 for the three months ended March 31, 2013, compared to $95,748 for the three months ended March 31, 2012. The decrease in operational expenses in 2013 was primarily associated with contract services and employee options. We believe that our selling, general and administrative costs will increase as we grow our business activities going forward, although we cannot predict the extent of such growth.

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

We had a net income of $8,806 for the three months ended March 31, 2013, compared to a net loss of $51,715 for the three months ended March 31, 2012. The net income increased by $60,521 between the two periods. Total revenue increased 80% or $35,401, operating expenses decreased 12% or $11,706, dividend income on non marketable securities increased from $0 to $16,450, and income tax expense increased from $0 to $3,031.

As of March 31, 2013, we hold seven investment positions. Three of the companies are publicly traded. They are Omni Bio Pharmaceutical, Inc., Accredited Members Holding Corporation, WestMountain Gold, Inc., formerly WestMountain Index Advisor, Inc., formerly known as WestMountain Gold, Inc., formerly WestMountain Index Advisor, Inc. Four companies are private. They are Nexcore Healthcare Capital Corp., Silver Verde May Mining Co, Inc., Marine Exploration, and SRKP, Inc.

The table below lists the investments and total shares owned by us as of March 31, 2013.
 
 
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Company Name
 
Shares
 
Marketable Securities:
     
  Omni Bio Pharmaceutical, Inc.
    1,707,107  
  Accredited Members Holding Corporation
    1,691,713  
  Silver Verde May Mining Co., Inc.
    246,294  
  WestMountain Gold, Inc., formerly WestMountain Index Advisor, Inc.
    866,000  
Total Shares
    4,511,114  
         
Nonmarketable Securities:
       
  SKRP 16, Inc.
    200,000  
  Nexcore Real Estate, LLC
    1,645,000  
Total Shares
    1,845,000  
   Total
    6,356,114  

Our seventh position involves Marine Exploration, Inc. As of March 31, 2013, we own a total of 175,000,000 common shares, which we have written down to zero value.

Liquidity and Capital Resources

As of March 31, 2013, we had cash of $65,989 and $11,818 in a certificate of deposit.

Net cash provided by operating activities were $15,732 for the three months ended March 31, 2013, compared to net cash used in operating activities of $31,330 for the three months ended March 31, 2012.

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

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

We operate out of one office in Colorado. We have no specific plans at this point for additional offices.   
 
Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements with any party.
 
Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, or GAAP, requires management to use judgment in the application of accounting policies, including making estimates and assumptions. We base our estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances. These judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If our judgment or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different accounting policies would have been applied resulting in a different presentation of our financial statements. From time to time, we evaluate our estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current information. Below is a discussion of accounting policies that we consider critical in that they may require complex judgment in their application or require estimates about matters that are inherently uncertain.
 
 
 
 
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ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

None.


ITEM 4. CONTROLS AND PROCEDURES

Not applicable.
 

ITEM 4T. CONTROLS AND PROCEDURES
 
As of the end of the period covered by this report, based on an evaluation of our disclosure controls and procedures (as defined in Rules 13a -15(e) and 15(d)-15(e) under the Exchange Act), our Chief Executive Officer and Chief Financial Officer has concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the applicable time periods specified by the SEC’s rules and forms.
 
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 240.13a-15(e) or Rule 240.15d-15(e) of this chapter that occurred during our most recent fiscal three months that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
This report does not include an attestation report by our independent registered public accounting firm regarding internal control over financial reporting.
 
 
PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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

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.
 
 
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Risks Related to Our Business and Industry
 
We have a limited operating history. We have not been profitable for our two most recent fiscal years We may never continue to be profitable, and, as a result, we could go out of business.
 
We were formed as a Colorado business entity in October, 2007. At the present time, we have not been profitable at our two most recent fiscal years, although we were profitable in our most recent fiscal quarter. We cannot guarantee that we will continue to be profitable, and, as a result, we could go out of business.

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

We currently rely upon clients under common principal control of our majority shareholder for approximately 62% of our revenues, which means that we could be severally impacted if the current arrangement does not continue and we cannot replace our current clients with other clients.

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

If we do not generate adequate revenues to finance our operations, our business may fail.
 
We have not been profitable in the last two fiscal years. As of March 31, 2013, we had a cash position of $65,989.   We had a certificate of deposit of $11,818. We anticipate that operating costs will be approximately $400,000 for the fiscal year ending December 31, 2013. These operating costs include payroll and related costs, travel, office lease, 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 a fee-based marketing and media consultant to public companies and an investment asset manager. Both businesses are highly competitive. There are numerous similar companies providing such services in the United States of America. Our competitors will have greater financial resources and more expertise in this business. Our ability to develop our business will depend on our ability to successfully market our services in this highly competitive environment. We cannot guarantee that we will be able to do so successfully.

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

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

Our 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 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.
 
 
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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 March 31, 2013, 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.

 
 
 
18

 
 
 
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.

None


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None


ITEM 5.  OTHER INFORMATION 

None

 
 
 
20

 
 
 
ITEM 6.  EXHIBITS
 
 
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
 
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document*
     
101.INS
 
XBRL Instance Document
     
101SCH
 
XBRL Taxonomy Extension Schema Document
     
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
     
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document
     
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
 
* Previously filed with Form SB-2 Registration Statement, January 2, 2008.
** Previously filed with Form 10-KSB, February 29, 2008.

Reports on Form 8-K

No reports were filed under cover of Form 8-K for the fiscal quarter ended March 31, 2013.
 
 
 
 
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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 May 13, 2013.
 
 
 
WEST MOUNTAIN ASSET MANAGEMENT, INC.,
a  Colorado corporation
 
       
 
By:   
/s/ Brian L. Klemsz
 
   
Brian L. Klemsz, Chief Executive Officer, Chief Financial Officer and Director (Principal Executive, Accounting and Financial Officer)
 
 
 
 
 
 
 
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