WESTMOUNTAIN GOLD, INC. - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - WESTMOUNTAIN GOLD, INC.	Financial_Report.xls
EX-31.1 - CERTIFICATION - WESTMOUNTAIN GOLD, INC.	wmtm_ex311.htm
EX-31.2 - CERTIFICATION - WESTMOUNTAIN GOLD, INC.	wmtm_ex312.htm
EX-32.1 - CERTIFICATION - WESTMOUNTAIN GOLD, INC.	wmtm_ex321.htm
EX-32.2 - CERTIFICATION - WESTMOUNTAIN GOLD, INC.	wmtm_ex322.htm

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 three month period ended April 30, 2013

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

Commission File No. 0-53028

WESTMOUNTAIN GOLD, INC.

(Exact Name of Issuer as specified in its charter)

Colorado		26-1315498
(State or other jurisdiction of incorporation)		(IRS Employer File Number)

2186 S. Holly St., Suite 104 Denver, CO		80222
(Address of principal executive offices)		(zip code)

(303) 800-0678

(Registrant's telephone number, including area code)

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

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

Common Stock, $0.001 per share par value

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files. Yes: o 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	Non accelerated filer	o
Accelerated filer	o	Smaller reporting company	þ

Indicate by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the Exchange Act): Yes: o No: þ

As of June 14, 2013, the Company had 24,489,344 shares of $0.001 par value common stock issued.

FORM 10-Q

TABLE OF CONTENTS

		Page

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited except as noted)		3

	Consolidated Balance Sheets as of April 30, 2013 and October 31, 2012 (audited)		3

	Consolidated Statements of Operations for the three months and six months ended April 30, 2013 and 2012 and from inception to April 30, 2013		4

	Consolidated Statement of Cash Flows for the six months ended April 30, 2013 and 2012 and from inception to April 30, 2013		5

	Notes to Consolidated Financial Statements		6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		16

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		20

Item 4.	Controls and Procedures		21

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings		22

Item 1A.	Risk Factors		22

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		29

Item 4.	Mine Safety Disclosure		29

Item 6.	Exhibits		30

Signatures			31

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

WESTMOUNTAIN GOLD, INC.

A DEVELOPMENT STAGE COMPANY

CONSOLIDATED BALANCE SHEETS


	April 30, 2013			October 31, 2012
ASSETS				(Audited)

CURRENT ASSETS:
Cash and cash equivalents	$	59,139		$	88,870
Prepaid expenses		41,335			7,017
Total current assets		100,474			95,887

EQUIPMENT, NET		604,791			417,802

OTHER ASSETS
Contractual rights		800,000			700,000
Mining claims		12,636			13,453
Security deposits		2,050			2,050

TOTAL ASSETS	$	1,519,951		$	1,229,192

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable	$	825,365		$	781,631
Accounts payable - related parties		476,883			511,270
Accrued expenses		245,854			128,559
Accrued expenses - related parties		38,200			52,611
Forward contract		884,580			-
Promissory notes		2,108,248			2,138,965
Total current liabilities		4,579,130			3,613,036

COMMITMENTS AND CONTINGENCIES		-			-

STOCKHOLDERS' DEFICIT

Preferred stock, $.10 par value; 1,000,000 shares authorized, -0- shares issued and
outstanding at January 31, 2013 and October 31, 2012, respectively		-			-
Common stock - $0.001 par value, 200,000,000 shares authorized, 23,862,343 and
21,382,776 shares issued and outstanding at April 30, 2013 and October 31, 2012, respectively		23,863			21,383
Additional paid in capital		9,001,396			7,675,241
Accumulated deficit		(12,084,438	)		(10,080,468	)
Total stockholders' deficit		(3,059,179	)		(2,383,844	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	1,519,951		$	1,229,192

See notes to consolidated financial statements.

TABLE OF CONTENTS

WESTMOUNTAIN GOLD, INC.

A DEVELOPMENT STAGE COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended,						Six Months Ended,						From March 25, 2010 (Inception)
	April 30, 2013			April 30, 2012			April 30, 2013			April 30, 2012			to April 30, 2013

REVENUE	$	-		$	-		$	-		$	-		$	-
COST OF SALES		-			-			-			-			-
GROSS PROFIT		-			-			-			-			-
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		333,900			523,638			700,757			1,158,040			4,892,698
EXPLORATION EXPENSE		324,390			44,557			876,172			568,780			4,504,407
OPERATING LOSS		(658,290	)		(568,195	)		(1,576,929	)		(1,726,820	)		(9,397,105	)

OTHER INCOME (EXPENSE):
Interest (expense) income, net		(354,576	)		(203,933	)		(427,041	)		(625,447	)		(1,783,088	)
Consulting income - Terra Mining Corporation		-			-			-			-			50,400
Financing fee		-			-			-			-			(54,645	)
Merger expense		-			-			-			-			(900,000	)
Total other expense		(354,576	)		(203,933	)		(427,041	)		(625,447	)		(2,687,333	)

LOSS BEFORE INCOME TAXES		(1,012,866	)		(772,128	)		(2,003,970	)		(2,352,267	)		(12,084,438	)

INCOME TAX EXPENSE		-			-			-			-			-

NET LOSS	$	(1,012,866	)	$	(772,128	)	$	(2,003,970	)	$	(2,352,267	)	$	(12,084,438	)

Basic and diluted loss per common share attributable to WestMountain Index Advisor, Inc. and subsidiaries common shareholders-

Basic and diluted loss per share	$	(0.04	)	$	(0.04	)	$	(0.09	)	$	(0.12	)

Weighted average shares of common stock outstanding- basic and diluted		23,862,343			19,857,151			23,078,264			19,327,486

See notes to consolidated financial statements.

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WESTMOUNTAIN GOLD, INC.

A DEVELOPMENT STAGE COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six Months Ended,						From March 25, 2010 (Inception)
	April 30, 2013			April 30, 2012			to April 30, 2013

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(2,003,970	)	$	(2,352,267	)	$	(12,084,438	)
Adjustments to reconcile net loss to net cash
(used in) operating activities
Depreciation and amortization		66,078			45,427			168,088
Warrant amortization expense		13,333			628,304			1,279,137
Issuance of common stock and warrants for services and expenses		140,250			472,510			2,540,957
Loss on forward contract		284,580			-			284,580
Issuance of common stock per-merger		-			-			48,202
Changes in operating assets and liabilities:
Prepaid expenses		(34,318	)		232,933			(95,111	)
Other assets		-			(16,890	)		(2,050	)
Accounts payable - trade and accrued expenses		147,531			190,591			1,578,408
CASH (USED IN) OPERATING ACTIVITIES		(1,386,516	)		(799,392	)		(6,282,227	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(252,250	)		(100,000	)		(769,780	)
Cash acquired in merger		-			-			101,252
Contractual rights		(100,000	)		(100,000	)		(400,000	)
Cash paid for mining claims		-			-			(15,903	)
NET CASH (USED IN) INVESTING ACTIVITIES:		(352,250	)		(200,000	)		(1,084,431	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from promissory notes		-			685,000			2,813,150
Forward contract		600,000			-			600,000
Repayment of debenture notes		(30,717	)		-			(660,717	)
Proceeds from demand promissory notes		-			-			550,000
Proceeds form the issuance of common stock per-merger		-			-			34,000
Proceeds from the issuance of common stock		1,139,752			304,601			4,089,364
NET CASH PROVIDED BY FINANCING ACTIVITIES		1,709,035			989,601			7,425,797

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(29,731	)		(9,791	)		59,139

CASH AND CASH EQUIVALENTS, beginning of period		88,870			9,791			-

CASH AND CASH EQUIVALENTS, end of period	$	59,139		$	-		$	59,139

Supplemental disclosures of cash flow information:
Interest paid	$	-		$	481		$	29,588
Taxes paid	$	-		$	-		$	-

WestMountain items acquired in merger:
Other current assets	$	-		$	-		$	44,670
Fixed assets	$	-		$	-		$	649
Accounts payable and other accrued liabilities	$	-		$	-		$	(86,815	)

Non-cash investing and financing activities:
Common stock issued in exchange for account payable	$	35,300		$	-		$	35,300
Stock issuance for contractual rights	$	-		$	-		$	400,000
Common stock issued for convertible notes	$	-		$	192,500		$	602,500

See notes to consolidated financial statements.

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WESTMOUNTAIN GOLD, INC.

A DEVELOPMENT STAGE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. BUSINESS

WestMountain Gold, Inc. (“WMTN” or the “Company”) is an exploration and development company that explores, acquires, and develops advanced stage mineral properties. The Company currently has rights to a joint venture interest in a high-grade gold system in the resource definition phase with 49,809 ounces of indicated and 369,795 ounces of inferred gold based on the NI 43-101 Technical Report completed by Gustavson Associates on February 19, 2013. This high-grade gold system in total offers potential of greater than 1,000,000 ounces. WMTN’s wholly owned subsidiary, Terra Gold Corporation (“TGC”), is a joint venture partner with Raven Gold Alaska, Inc. (“Raven”) on the high-grade gold system called the TMC project. The TMC project consists of 344 Alaska state mining claims covering 223 square kilometers. All government permits and reclamation plans for continued exploration through 2014 were renewed in 2010.

The TMC project is located in the Tintina gold belt. Many of the top gold producers in the world are investing billions in this region, which has estimated reserves of 183 million ounces according to the 2012 Natural Resource Holding Report.

The Company has budgeted expenditures for the TMC project for the next twelve months of approximately $10,895,000, depending on additional financing, for general and administrative expenses and exploration and development, including the $5,000,000 (of a total of $6,000,000) to acquire Raven’s interest in the TMC project that would be due during 2013 if the acquisition closes. We are required to contribute $1,000,000 for project expenses to the TMC project on or before December 31, 2013. This will allow us to achieve 51% earn in under the JV Agreement, in the event we are unable to complete the acquisition of Raven’s interest in the TMC project.

To date, the Company has indicated and inferred reserves of gold. The Company expects to have revenues from the sale of gold in 2013. The Company will have to raise substantial additional capital in order to fully implement the business plan. If economic reserves of gold and/or other minerals are proven, additional capital will be needed to actually develop and mine those reserves. The Company must expend an additional $3.5 million over the next two years to achieve 80% earn in on the TMC project, unless we acquire 100% of Raven’s interest in the TMC project. Even if economic reserves are found, if we are unable to raise this capital, we will not be able to complete our earn in on this project.

The Company’s principal source of liquidity for the next several years will need to be the continued raising of capital through the issuance of equity or debt. WMTN plans to raise funds for each step of the project and as each step is successfully completed, raise the capital for the next phase. WMTN believes this will reduce the cost of capital as compared to trying to raise all the anticipated capital at once up front. However, since WMTN’s ability to raise additional capital will be affected by many factors, most of which are not within our control (see “Risk Factors”), no assurance can be given that WMTN will in fact be able to raise the additional capital as it is needed.

The Company may choose to scale back operations to operate at break-even with a smaller level of business activity, while adjusting overhead depending on the availability of additional financing. In addition, the Company expects that it will need to raise additional funds if the Company decides to pursue more rapid expansion, appropriate responses to competitive pressures, or the acquisition of complementary businesses or technologies, or if it must respond to unanticipated events that require it to make additional investments. The Company cannot assure that additional financing will be available when needed on favorable terms, or at all.

The Company’s independent registered accounting firm have expressed substantial doubt about the Company’s ability to continue as a going concern as a result of its history of net loss. The Company’s ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to successfully execute the plans to pursue the TMC project as described in this Form 10-Q. The outcome of these matters cannot be predicted at this time. These consolidated financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue its business.

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UNAUDITED FINANCIAL STATEMENTS

The accompanying unaudited consolidated financial statements of WMTN and its subsidiaries have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The financial statements for the periods April 30, 2013 and 2012 are unaudited and include all adjustments necessary to a fair statement of the results of operations for the periods then ended. All such adjustments are of a normal, recurring nature. The results of the Company’s operations for any interim period are not necessarily indicative of the results of the Company’s operations for a full fiscal year. For further information, refer to the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2012 as filed with the Securities and Exchange Commission (the “SEC”) on January 18, 2013.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

Accounting Method

The Company’s consolidated financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

Principles of Consolidation

These consolidated financial statements include the Company’s consolidated financial position, results of operations, and cash flows. All material intercompany balances and transactions have been eliminated in the accompanying consolidated financial statements.

Foreign Currency Translation

The consolidated financial statements are presented in US dollars.

Cash and Cash Equivalents

The Company classifies highly liquid temporary investments with an original maturity of three months or less when purchased as cash equivalents. The Company maintains cash balances at various financial institutions. Balances at US banks are insured by the Federal Deposit Insurance Corporation up to $250,000. Beginning December 31, 2010 and through December 31, 2013, all noninterest-bearing transaction accounts are fully insured, regardless of the balance of the account, at all FDIC-insured institutions. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risk for cash on deposit. As of April 30, 2013, the Company had no uninsured cash amounts.

Equipment

Equipment consists of machinery, furniture and fixtures and software, which are stated at cost less accumulated depreciation and amortization. Depreciation is computed by the straight-line method over the estimated useful lives or lease period of the relevant asset, generally 3 -5 years.

Mineral Properties

Costs of acquiring mineral properties are capitalized by project area upon purchase of the associated claims. Costs to maintain the mineral rights and leases are expensed as incurred. When a property reaches the production stage, the related capitalized costs will be amortized, using the units of production method on the basis of periodic estimates of ore reserves.

Mineral properties are periodically assessed for impairment of value and any diminution in value.

The Company has access to the camp by airplane. There is no road access from camp to the project area where drilling and bulk sampling mining occurs. It is approximately 1 1/2 miles from camp to the project area. Power generation is by diesel generator at the camp. Fuel is brought in for the generators by a cargo plane to the airstrip.

Long-Lived Assets

The Company reviews its long-lived assets for impairment when changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Long-lived assets under certain circumstances are reported at the lower of carrying amount or fair value. Assets to be disposed of and assets not expected to provide any future service potential to the Company are recorded at the lower of carrying amount or fair value (less the projected cost associated with selling the asset). To the extent carrying values exceed fair values, an impairment loss is recognized in operating results. As of April 30, 2013, there are no impairments recognized.

Alaska Reclamation and Remediation Liabilities

The Company operates in Alaska. The State of Alaska Department of Natural Resources requires a pool of funds from all permittees with exploration and mining projects to cover reclamation. There is a $750 per acre disturbance reclamation bond that is required for disturbance of 5 acres or more and/or removal of more the 50,000 cubic yards of material. The Company expects to exceed the minimum requirements in 2013 and is expected to be required to file a reclamation bond.

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The Company expects to record reclamation bond as a liability in the period in which the Company is required to pay a reclamation bond. A corresponding asset is also recorded and depreciated over the life of the asset. After the initial measurement of the asset retirement obligation, the liability will be adjusted at the end of each reporting period to reflect changes in reclamation bond.

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy contains three levels as follows:

Level 1 - Unadjusted quoted prices that are available in active markets for the identical assets or liabilities at the measurement date.

Level 2 - Other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly, including:

●	Quoted prices for similar assets or liabilities in active markets;

●	Quoted prices for identical or similar assets in nonactive markets;

●	Inputs other than quoted prices that are observable for the asset or liability; and

●	Inputs that are derived principally from or corroborated by other observable market data.

Level 3 - Unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions.

Assets and Liabilities that are Measured at Fair Value on a Recurring Basis. The Company accounts for fair value measurements in accordance with ASC 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measurement and expands disclosure about fair value measurement. The fair value hierarchy requires the use of observable market data when available. In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability.

Mineral Exploration and Development Costs

All exploration expenditures are expensed as incurred. Significant property acquisition payments for active exploration properties are capitalized. If no minable ore body is discovered, previously capitalized costs are expensed in the period the property is abandoned. Expenditures to develop new mines, to define further mineralization in existing ore bodies, and to expand the capacity of operating mines, are capitalized and amortized on a unit of production basis over proven and probable reserves.

Should a property be abandoned, its capitalized costs are charged to operations. The Company charges to operations the allocable portion of capitalized costs attributable to properties abandoned. Capitalized costs are allocated to properties sold based on the proportion of claims sold to the claims remaining within the project area.

Provision for Income Taxes

Income taxes are provided based upon the liability method of accounting. Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for income tax purposes.

Net Loss Per Share

Basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the income of the Company, subject to anti-dilution limitations. As of April 30, 2013, the Company had warrants for the purchase of 13,479,058 common shares and 2,108,248 common shares related promissory notes to which were considered but were not included in the computation of loss per share at April 30, 2013 because they would have been anti-dilutive. In addition, the Company has 250,000 shares of common stock to be issued in 2014 to International Tower Hill Ltd. which could potentially dilute future earnings per share.

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As of April 30, 2012, the Company had warrants for the purchase of 6,944,796 common shares and 385,000 common shares related promissory notes which were considered but were not included in the computation of loss per share at April 30, 2012 because they would have been anti-dilutive. In addition, the Company had 250,000 shares of common stock to be issued in both 2012 and 2014 to International Tower Hill Ltd. which would potentially dilute future earnings per share.

Use of Estimates

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

Recent Accounting Pronouncements

A variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and various regulatory agencies. Due to the tentative and preliminary nature of those proposed standards, management has not determined whether implementation of such proposed standards would be material to the consolidated financial statements.

NOTE 3. AGREEMENTS

Exploration, Development and Mine Operating Agreements

Joint Venture Agreement

On September 15, 2010, TMC and its wholly owned subsidiary, TGC, and Raven signed an Exploration, Development and Mine Operating Agreement (“JV Agreement”). TMC agreed to have 250,000 shares of WMTN common stock issued to Raven no later than one year after the closing of the acquisition of TMC by WMTN and an additional 250,000 shares of WMTN common stock issued on or before each of December 31, 2011 and December 31, 2012. The $50,000 due with the signing of the Letter of Intent in February 2010 was paid September 17, 2010. TMC has spent $5,500,000 of project expenses through May 31, 2013 as defined by the JV Agreement.

The JV Agreement has a term of twenty years, which can continue longer as long as products are produced on a continuous basis and thereafter until all materials, equipment and infrastructure are salvaged and disposed of, environmental compliance is completed and accepted and the parties have completed a final accounting. The JV Agreement defines terms and conditions where TMC and TGC earns a 51% interest with the following payments and stock issuances:

Pay the following options payments:

	●	Payment of $10,000 with the signing of the Letter of Intent in February 2010 (paid September 2010).
	●	Payment of $40,000 with the signing of the JV Agreement (paid September 2010).
	●	Payment of $100,000 on or before December 31, 2011 (paid in December 2011).
	●	Payment of $150,000 on or before December 31, 2012 (paid in January 2013).

Provide the following project funding-

	●	Payment of $1 million in project expenses on or before December 31, 2011, including $100,000 to Raven for camp equipment (paid).
	●	Payment of $2.5 million in additional project expenses on or before December 31, 2012, including $100,000 to Raven for camp equipment (paid in January 2013).
	●	Payment of $2.5 million in additional project expenses on or before December 31, 2013.

Issue the following common stock, which is subject to a two year trading restriction, upon the completion of the acquisition of TMC by WMTN:

	●	Issue 250,000 shares of WMTN common stock no later than one year after the closing of the acquisition of TMC (issued).
	●	Issue 250,000 shares of WMTN common stock on or before December 31, 2011 (issued), and December 31, 2012 (issued).

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TMC and TGC then can increase their interest to 80% in the project with the following payments and stock issuances:

	●	Payment of $150,000 on or before December 31, 2013.
	●	Payment of $3.05 million in additional project expenses on or before December 31, 2014.
	●	Issue 250,000 shares of WMTN common stock on or before December 31, 2014.

On February 19, 2013, WMTN signed a Letter of Intent to acquire Raven’s remaining interest in the joint venture for $6.0 million in cash and 750,000 shares of common stock, a transaction that would give WMTN 100% ownership of the TMC project at closing. The Letter of Intent expired, but the Company expects to enter into a new Letter of Intent.

If the acquisition of Raven’s interest in the joint venture is not completed, the failure to operate in accordance with the JV Agreement could result in the Company’s interest in the JV being revoked or the JV Agreement being terminated.

All costs related to the JV Agreement have been recorded as exploration expenses. The Company has not earned its 51% interest in the joint venture and does not control the joint venture. Therefore, the joint venture is not consolidated in the Company’s financial statements. At such time as the Company earns its 51% or gains control of the joint venture (or completes the acquisition of Raven’s interest in the joint venture), it will consolidate the operations of the joint venture.

Amended Claims and Lease Agreements with Ben Porterfield

On January 7, 2011, TMC entered into an Amended Claims Agreement with Ben Porterfield related to five mining claims known as Fish Creek 1-5 (ADL-648383 through ADL-648387), which claims have been assigned to the Terra Project. As part of this Amended Claims Agreement, Ben Porterfield consented to certain conveyances, assignments, contributions and transfers related to this above five mining claims.

The Amended Lease Agreement, which incorporates the Lease dated March 22, 2005 and the September 27, 2010 Consent between Ben Porterfield and AngloGold Ashanti (USA) Exploration Inc., has a term of ten years, which can be extended for an additional ten years with thirty days written notice. The Amended Lease Agreement defines terms and conditions and requires the following minimum royalties:

	●	Payment of $100,000 annually on March 22, 2011 (paid).
	●	Payment of $100,000 annually on March 22, 2012(paid), 2013 (paid) through March 22, 2015.
	●	Payment of $125,000 annually on March 22, 2016 through the termination of the Amended Claims Agreement.

The Company can terminate the Amended Lease Agreement with the payment of $875,000, less $75,000 paid during the years 2006-2011. The payment maybe paid over three annual payments.

TMC has paid in total $400,000 to Ben Porterfield and WMTN issued 500,000 shares of WMTN restricted common stock on March 23, 2011. The common stock was recorded as Contractual Rights at $250,000 or $.50 per share. Mr. Porterfield is to receive 200 tons of Bens Vein materials over the next two years. The investment in the exclusive rights to the mineral properties is accounted for at cost. As of April 30, 2013, the Company has capitalized $650,000 related to this Claims Agreement.

The Amended Claims Agreement, which incorporates the Lease dated March 22, 2005, provides for a production royalty of 4% of the net smelter return for all minerals produced or sold. The Company may repurchase 1% of the production royalty right for $1,000,000 and an additional 1% for $3,000,000.

The failure to operate in accordance with the Amended Claims or Lease Agreements could result in the Lease being terminated.

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NOTE 4. EQUIPMENT, NET

Equipment, net consists of the following:

	Estimated Useful Lives	April 30, 2013			October 31, 2012

Mining and other equipment	3-5 years	$	770,429		$	518,179
Less: accumulated depreciation			(165,638	)		(100,377	)
		$	604,791		$	417,802

Depreciation expense for the six months ended April 30, 2013 and 2012 was $65,261 and $44,610, respectively.

NOTE 5. CERTAIN RELATIONS AND RELATED PARTY TRANSACTIONS

The following relationships are material or are related as indicated.

Other Reverse Merger Agreements

WMTN entered into a Consulting Agreement with WestMountain Asset Management, Inc. (“WASM and WASM Agreement”), a WMTN shareholder. Under the terms of the WASM Agreement, WASM agreed to advise WMTN on the acquisition of TMC, funding of WMTN and strengthening the WMTN balance sheet during the period ending December 31, 2011. WASM received a Warrant for 925,000 shares at $0.001 per share. WMTN agreed to file a registration statement with the SEC with regard to the shares issuable upon exercise of the warrant within ninety days on a best efforts basis. As of January 22, 2012, WASM has exercised a portion of the warrant and 873,000 shares of WMTN common stock were issued. As of April 30, 2013, 52,000 common stock warrants from this transaction are outstanding.

Other Related Party Transactions

The Company has five full-time and part-time employees. The Company shares offices with Minex Exploration LLP, an Idaho partnership affiliated with the Company’s Chief Executive Officer. Also, the Company utilizes Minex Mining contractors for exploration and development of the Alaska property. The Company has recorded accounts payable- related party of $476,883 and $511,270 as of April 30, 2013 and October 31, 2012, respectively. At April 30, 2013 and October 31, 2012, the Company has accrued payroll to related parties in the amount of $38,200 and 52,611, respectively.

Secured Promissory and Promissory Notes with BOCO

From time to time, the Company entered into promissory notes and other agreements with BOCO Investment, LLC (“BOCO”) related to loans from BOCO to the Company. The current status of BOCO loans to the Company and their terms are described in Note 7, Promissory Notes and Note 10, Subsequent Events, below.

Any material related party transactions are reported in applicable sections of this Form 10-Q.

NOTE 6. FORWARD CONTRACT

On March 20, 2013, the Company entered into a Forward Exchange Agreement with three accredited investors for an aggregate loan of $600,000. The Company is required to tender no less than 600 ounces of gold in bar form to the three accredited investors by September 15, 2013. As of April 30, 2013, the value of the gold obligation is $884,580. The difference between the amount received and the fair value of the obligation will be recorded as additional interest expense or income at each reporting date based on the fair value of gold.

NOTE 7. PROMISSORY NOTES

Secured Promissory Notes

On September 17, 2012, the Company entered into an Amended and Restated Revolving Credit Loan and Security and Secured Convertible Promissory Note Agreements with BOCO Investments, LLC (“BOCO”), an existing lender to and shareholder in the Company. On October 1, 2012, the Company entered into a Warrant to Purchase Stock Agreement with BOCO related to this financing (such Agreements and Warrant, the “Transaction Documents”). This transaction consolidated previously issued promissory note agreements and warrants purchase agreements into one amended agreement.

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Under the Transaction Documents, the Company issued an Amended and Restated Secured Convertible Promissory Note (“Note”) in the principal amount of $1,852,115. The Note is due July 31, 2013 and provides for interest at 15% payable in arrears. The Note and accrued interest are convertible into common stock at the lesser of $3.00 or the lowest price at which common shares in the Company are issued in any round of financing commencing after the date of this Note and prior to the conversion, at the discretion of BOCO. The Note is secured by a security interest in the Company’s assets to secure the Company’s performance under the Note. In addition, the Company issued a Warrant to purchase 1,852,115 shares of common stock at the lesser of $1.50 or the lowest price at which common shares in the Company are issued in any round of financing commencing after the date of this Note. The Warrant expires September 30, 2017. There are no registration requirements. The Transaction Documents place certain operating restrictions on the Company. As of April 30, 2013, the principal and accrued interest due on the note is $2,022,173.

The Agreements also contain certain representations and warranties of the Company and BOCO, including customary investment-related representations provided by BOCO, as well as acknowledgements by BOCO that it has reviewed certain disclosures of the Company (including the periodic reports that the Company has filed with the SEC) and that the Company’s issuance of the shares has not been registered with the SEC or qualified under any state securities laws. The Company provided customary representations regarding, among other things, its organization, subsidiaries, disclosure reports, absence of certain legal or governmental proceedings, financial statements, tax matters, insurance matters, real property and other assets, and compliance with applicable laws and regulations. The representations and warranties made to BOCO are qualified in their entirety (to the extent applicable) by the Company’s disclosures in the reports it files with the SEC. The Company also delivered confidential disclosure schedules qualifying certain of its representations and warranties in connection with executing and delivering the Agreement.

In addition to the Transaction Documents described above, on September 11, 2012, the Company entered into a Warrant to Purchase Stock Agreement with BOCO. The Company issued a Warrant to purchase 1,250,000 shares of common stock at $0.25 per share. The Warrant expires September 30, 2017. There are no registration requirements.

Unsecured Promissory Notes

On March 21, 2012 the Company entered into Promissory Note Documents with Fabin Andres and Bill Andres, existing shareholders in the Company. Under the Promissory Note Documents, the Company issued a Convertible Promissory Note (“Andres Notes”) in the principal amount of $100,000 and $100,000, respectively. The Andres Notes are due in twelve months and provide for interest at 5% payable in arrears. The Andres Notes are convertible into common stock as $1.00 per share. In addition, the Company issued 50,000 shares of restricted common stock to each party that was expensed to interest at $1.00 per share or $100,000 during the three months ended April 30, 2012. On May 29, 2013, the Company entered into an Amendment Convertible Promissory Note extending the due date to October 31, 2013. . As of April 30, 2013, the principal and accrued interest due on the notes is $209,795.

On April 30, 2012 the Company entered into Promissory Note Documents with Silver Verde May Mining Company Inc. (“SVM”), a party related to an existing shareholder and a Director of the Company. Under the Promissory Note Documents, the Company issued Convertible Promissory Notes (“SVM Notes”) in the principal amounts of $75,000 and $10,000, respectively. The Notes are due in seven months and ten months, respectively, and provide for interest at 5% payable in arrears. The SVM Notes are convertible into common stock as $1.00 per share. In addition, the Company issued 42,500 shares of restricted common stock to SVM in connection with the issuance of the SVM Notes that was expensed to interest at $1.00 per share or $42,500 during the three months ended April 30, 2012. As of April 30, 2013, the principal and accrued interest due on the notes is $89,215. As of June 14, 2013, the Company has repaid $45,717 to SVM. On May 29, 2013, the Company entered into an Amendment Convertible Promissory Note extending the due date to October 31, 2013.

NOTE 8. EQUITY TRANSACTIONS

During the six months ended April 30, 2013, the Company had the following unregistered sales of equity securities.

Unless otherwise indicated, all of the following private placements of Company securities were conducted under the exemption from registration as provided under Section 4(2) of the Securities Act of 1933 (and also qualified for exemption under 4(5), formerly 4(6) of the Securities Act of 1933, except as noted below). All of the shares issued were issued in private placements not involving a public offering, are considered to be “restricted stock” as defined in Rule 144 promulgated under the Securities Act of 1933 and stock certificates issued with respect thereto bear legends to that effect.

During the six months ended April 30, 2013, the Company signed Subscription Agreements with accredited investors for $1,139,752, net of costs and issued 2,147,901 shares of restricted common stock. The restricted common stock does not have registration rights. In addition, the Company issued warrants for 2,192,901 shares at $1.50 per share. The warrants expire three years from the issuance date and do not have registration rights. The warrants may be called by the Company if it has registered the sale of the underlying shares with the SEC and a closing price of $4.00 or more for the Company’s common stock has been sustained for five trading days. A notice filing under Regulation D was filed with the SEC on January 15, 2013 with regard to these stock issuances.

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On December 21, 2012, the Company issued 250,000 shares WMTN restricted common stock to International Tower Hill Mines Limited related to the JV Agreement. The shares do not have registration rights. The shares were valued at the date of grant and $127,500 was expensed to exploration during the six months ended April 30, 2013. A notice filing under Regulation D was filed with the SEC on February 26, 2013 with regard to this stock issuance.

During the six months ended April 30, 2013, the Company issued 25,000 restricted shares of common stock to Arlan and Byron Ruen under a Consulting Agreement. The shares do not have registration rights. The shares were valued on the date of issuance and $12,750 was expensed to services. A notice filing under Regulation D was filed with the SEC on January 14, 2013 with regard to this stock issuance.

During the six months ended April 30, 2013, the Company converted $15,300 in accounts payable into 30,000 shares of restricted common stock. The stock was valued on the date of issuance. In addition, Monihan and Biagi PLLC, our corporate counsel, converted $20,000 of accounts payable into 26,666 shares of restricted common stock at $0.75 per share. The stock was valued on the date of issuance. The restricted common stock does not have registration rights. The Company issued warrants to Monihan and Biagi, PLLC for 26,666 shares at an exercise price of $1.50 per share for services performed. The warrants expire three years after issuance and do not have registration rights. The warrants may be called by the Company if it has registered the sale of the underlying shares with the SEC and a closing price of $4.00 or more for the Company’s common stock has been sustained for five trading days. The warrants were valued at $0.50 per share based on Black-Scholes and $13,333 was expensed during the six months ended April 30, 2013. A notice filing under Regulation D was filed with the SEC during the three months ended January 31, 2013 with regard to these stock issuances.

A summary of the warrants issued as of April 30, 2013 were as follows:

	April 30, 2013
			Weighted
			Average
			Exercise
	Shares		Price
Outstanding at beginning of period		11,259,491	$	1.152
Issued		2,219,567		1.069
Exercised		-		-
Forfeited		-		-
Expired		-		-
Outstanding at end of period		13,479,058	$	1.117
Exerciseable at end of period		13,479,058

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A summary of the status of the warrants outstanding as of April 30, 2013 is presented below:

		April 30, 2013
		Weighted		Weighted				Weighted
		Average		Average				Average
Number of		Remaining		Exercise		Shares		Exercise
Warrants		Life		Price		Exerciseable		Price
	62,000		0.92	$	0.001		62,000
	1,250,000		4.50		0.250		1,250,000
	250,000		0.92		0.500		250,000
	3,611,095		0.92		0.750		3,611,095
	1,971,666		0.94		1.000		1,971,666
	1,852,115		4.50		1.500		1,852,115
	4,282,182		2.31		1.500		4,282,182
	200,000		8.55		4.250		200,000
	13,479,058			$	1.117		13,479,058	$	1.117

The significant weighted average assumptions relating to the valuation of the Company’s warrants for the period ended April 30, 2013 were as follows:

Dividend yield		0	%
Expected life	3-10 years
Expected volatility		100-143	%
Risk free interest rate		2-3.25	%

At April 30, 2013, vested warrants of 13,479,058 had an aggregate intrinsic value of $0.

NOTE 9. COMMITMENTS, CONTINGENCIES AND LEGAL PROCEEDINGS

Except as disclosed, there are no pending legal proceedings against us that are expected to have a material adverse effect on our cash flows, financial condition or results of operations.

EMPLOYMENT AGREEMENTS

On October 1, 2010, TMC signed an Employment Agreement with Gregory Schifrin (“Schifrin Agreement”), which was acquired by WMTN as a result of the acquisition of TMC. Under the terms of the Schifrin Agreement, Mr. Schifrin was appointed Chief Executive Officer for an indefinite period at a salary of $120,000 per year. Mr. Schifrin is eligible for annual bonuses and incentive plans as determined by the Company’s Compensation Committee. Mr. Schifrin is also eligible for employee benefit programs, including 4 weeks of vacation per year, medical benefits and $500 per day spent on the Company’s project sites. Mr. Schifrin may resign with 60 days’ notice. If Mr. Schifrin is terminated without cause, including a change in control (after six months), he is to receive in a lump sum, two times his annual salary, two times his targeted annual bonus, two times his last year’s bonus and any accrued vacation.

On October 1, 2010, TMC signed an Employment Agreement with James Baughman (“Baughman Agreement”), which was acquired by WMTN as a result of the acquisition of TMC. Under the terms of the Baughman Agreement, Mr. Baughman was appointed Chief Operating Officer for an indefinite period at a salary of $120,000 per year. Mr. Baughman is eligible for annual bonuses and incentive plans as determined by the Company’s Compensation Committee. Mr. Baughman is also eligible for employee benefit programs, including 4 weeks of vacation per year, medical benefits and $500 per day spent on the Company’s project sites. Mr. Baughman may resign with 60 days’ notice. If Mr. Baughman is terminated without cause, including a change in control (after six months), he is to receive in a lump sum, two times his annual salary, two times his targeted annual bonus, two times his last year’s bonus and any accrued vacation.

On April 18, 2011, the Company entered into an Employment Agreement (“Scott Employment Agreement”) with Mark Scott as the Company’s Chief Financial Officer, which was effective April 9, 2011. The Scott Employment Agreement replaced the Scott Consulting Agreement dated February 18, 2011 and which expired on April 8, 2011.

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Under the terms of the Scott Employment Agreement, Mr. Scott was appointed Chief Financial Officer for an indefinite period at a salary of $96,000 per year plus incentive compensation of $3,000 per month. Mr. Scott is eligible for annual bonuses and incentive plans as determined by the Company’s Compensation Committee. Mr. Scott is eligible for employee benefit programs, including 4 weeks of vacation per year, medical benefits, life and disability insurance. Mr. Scott may resign with 60 days’ notice. If Mr. Scott is terminated without cause, including a change in control (after six months), he is to receive in a lump sum, one times his annual salary, one times his targeted annual bonus, one times his last year’s bonus and any accrued vacation.

LEASES

The Company is obligated under various non-cancelable operating leases for their various facilities and certain equipment.

The aggregate unaudited future minimum lease payments, to the extent the leases have early cancellation options and excluding escalation charges, are as follows:

Years Ended April 30,	Total
2014	$	286,600
2015		100,000
2016		100,000
2017		125,000
2018		125,000
Beyond		125,000
Total	$	861,600

NOTE 10. SUBSEQUENT EVENTS

The Company evaluates subsequent events, for the purpose of adjustment or disclosure, up through the date the financial statements are available.

Subsequent to April 30, 2013, the following material transactions occurred:

Promissory Note With BOCO

On May 14, 2013, the Company received $500,000 from BOCO Investments LLC (“BOCO”), an existing lender to and shareholder in the Company. On May 7, 2013, the Company entered into a Promissory Note, a Security Agreement and a Loan Agreement with BOCO. On May 7, 2013, the Company entered into a Warrant to Purchase Stock Agreement with BOCO related to this financing ( collectively with the Loan Agreement and the Security Agreement, the “Transaction Documents”).

Under the Transaction Documents, the Company issued a Promissory Note (“Note”) in the principal amount of $500,000. The Note is due October 31, 2013 and provides for interest at 15% payable in arrears. The Note is secured by a security interest in the Company’s assets to secure the Company’s performance under the Note.

In addition, the Company issued a Warrant to purchase 1,250,000 shares of common stock at an exercise price that is the lesser of $0.75 per share or a price per share equal to eighty percent (80%) of the lowest price at which a common share in the Company has been issued in any round of financing commenced or closed after the date of this Warrant and prior to Holder’s exercise of its rights under the Warrant. The Warrant expires May 17, 2018. There are no registration requirements. The Transaction Documents place certain operating restrictions on the Company.

The Transaction Documents also contain certain representations and warranties of the Company and BOCO, including customary investment-related representations provided by BOCO, as well as acknowledgements by BOCO that it has reviewed certain disclosures of the Company (including the periodic reports that the Company has filed with the SEC) and that the Company’s issuance of the shares has not been registered with the SEC or qualified under any state securities laws. The Company provided customary representations regarding, among other things, its organization, subsidiaries, disclosure reports, absence of certain legal or governmental proceedings, financial statements, tax matters, insurance matters, real property and other assets, and compliance with applicable laws and regulations. The representations and warranties made to BOCO are qualified in their entirety (to the extent applicable) by the Company’s disclosures in the reports it files with the SEC. The Company also delivered confidential disclosure schedules qualifying certain of its representations and warranties in connection with executing and delivering the Loan Agreement.

Share Issuances

On June 6, 2013, the Company issued 623,000 shares of common stock that were valued at $1.00 per share to individuals, employees and officers who provided services to the company during 2012. In addition, the Company issued warrants for the purchase of 225,000 common shares that were valued at $1.00 per share to individuals who provided services to the company during 2012.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-looking statements in this report reflect the good-faith judgment of our management and the statements are based on facts and factors as we currently know them. Forward-looking statements are subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, but are not limited to, those discussed below as well as those discussed elsewhere in this report (including in Part II, Item 1A (Risk Factors)). Readers are urged not to place undue reliance on these forward-looking statements because they speak only as of the date of this report. We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report.

GENERAL DEVELOPMENT OF BUSINESS

THE COMPANY AND OUR BUSINESS

We have budgeted expenditures for the TMC project for the next twelve months of approximately $10,895,000, depending on additional financing, for general and administrative expenses and exploration and development, including the $5,000,000 (of a total of $6,000,000) to acquire Raven’s interest in the TMC project that would be due on or before July 15, 2013 if the acquisition closes. We are required to contribute $1,000,000 for project expenses to the TMC project on or before December 31, 2013. This will allow us to achieve 51% earn in under the JV Agreement, in the event we are unable to complete the acquisition of Raven’s interest in the TMC project.

To date, we have indicated and inferred reserves of gold. We expect to have revenues from the sale of gold in 2013. We will have to raise substantial additional capital in order to fully implement the business plan. If economic reserves of gold and/or other minerals are proven, additional capital will be needed to actually develop and mine those reserves. The Company must expend an additional $3.5 million over the next two years to achieve 80% earn in on the TMC project, we acquire 100% of Raven’s interest in the TMC project. Even if economic reserves are found, if we are unable to raise this capital, we will not be able to complete our earn in on this project.

Our principal source of liquidity for the next several years will need to be the continued raising of capital through the issuance of equity or debt. WMTN plans to raise funds for each step of the project and as each step is successfully completed, raise the capital for the next phase. WMTN believes this will reduce the cost of capital as compared to trying to raise all the anticipated capital at once up front. However, since WMTN’s ability to raise additional capital will be affected by many factors, most of which are not within our control (see “Risk Factors”), no assurance can be given that WMTN will in fact be able to raise the additional capital as it is needed.

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Our primary activity will be to proceed with the TMC project and other mining opportunities that may present themselves from time to time. We cannot guarantee that the TMC project will be successful or that any project that we embark upon will be successful. Our goal is to build our Company into a successful mineral exploration and development company.

CORPORATE INFORMATION

We were incorporated in the state of Colorado on October 18, 2007. Our principal executive office is located at 2186 S. Holly St., Suite 104, Denver, CO 80222, and our telephone number is (303) 800-0678. Our principal website address is located at www.westmountaingold.com. The information on our website is not incorporated as a part of this Form 10-Q.

THE COMPANY’S COMMON STOCK

Our common stock currently trades on the OTCBB Exchange ("OTCBB") under the symbol "WMTN."

KEY MARKET PRIORITIES

Our primary key market priority will be to proceed with the TMC project and other mining opportunities that may present themselves from time to time. We cannot guarantee that the TMC project will be successful or that any project that we embark upon will be successful. Our goal is to build our Company into a successful mineral exploration and development company.

PRIMARY RISKS AND UNCERTAINTIES

We are exposed to various risks related to the volatility of the price of gold, our need for additional financing, our joint venture agreements, our reserve estimates, operating as a going concern, unique difficulties and uncertainties in mining exploration ventures, and a volatile market price for our common stock. These risks and uncertainties are discussed in more detail below in this item.

RESULTS OF OPERATIONS

The following table presents certain consolidated statement of operations information and presentation of that data as a percentage of change from period-to-period.

THREE MONTHS ENDED APRIL 30, 2013 COMPARED TO THE THREE MONTHS ENDED APRIL 30, 2012

(dollars in thousands)

	Three Months Ended April 30,
	2013			2012			$ Variance			% Variance

Revenue	$	-		$	-		$	-
Cost of sales		-			-			-
Gross profit		-			-			-
Selling, general and administrative expenses		334			524			(190	)		36.3	%
Exploration expenses		324			44			280			-636.4	%
Operating loss		(658	)		(568	)		(90	)		-15.8	%
Other income (expense):
Interest expense		(355	)		(204	)		(151	)		-74.0	%
Total other expense		(355	)		(204	)		(151	)		-74.0	%
Net loss	$	(1,013	)	$	(772	)	$	(241	)		-31.2	%

EXPENSES

Selling, general and administrative expenses for the three months ended April 30, 2013 decreased $190,000 to $334,000 as compared to $524,000 for the three months ended April 30, 2012. Exploration expenses for the three months ended April 30, 2013 increased $280,000 to $324,000 as compared to $44,000 for the three months ended April 30, 2012. The reduction in selling, general and administrative expenses was due to lower expenditures for consulting and contractors during the three months ended April 30, 2013. The increase in exploration expenses was due to expenditures for the 2013 mining season.

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Such expenses for the three months ended April 30, 2013 and 2012 consisted primarily of employee and independent contractor expenses, expenses related to share issuances, rent, audit, overhead, amortization and depreciation, professional and consulting fees, sales and marketing costs, investor relations, legal, and other general and administrative costs and exploration expenses.

NET LOSS

Net loss for the three months ended April 30, 2013 was $1,013,000 as compared to a net loss of $772,000 for the three months ended April 30, 2012. The net loss for the three months ended April 30, 2013 included $322,000 of non-cash expenses. The increase was due interest expense on forward contracts of $285,000 during the three months ended April 30, 2013.

SIX MONTHS ENDED APRIL 30, 2013 COMPARED TO THE SIX MONTHS ENDED APRIL 30, 2012

(dollars in thousands)

	Six Months Ended April 30,
	2013			2012			$ Variance			% Variance

Revenue	$	-		$	-		$	-
Cost of sales		-			-			-
Gross profit		-			-			-
Selling, general and administrative expenses		701			1,158			(457	)		39.5	%
Exploration expenses		876			569			307			-54.0	%
Operating loss		(1,577	)		(1,727	)		150			8.7	%
Other income (expense):
Interest expense		(427	)		(625	)		198			31.7	%
Total other expense		(427	)		(625	)		198			31.7	%
Net loss	$	(2,004	)	$	(2,352	)	$	348			14.8	%

EXPENSES

Selling, general and administrative expenses for the six months ended April 30, 2013 decreased $457,000 to $701,000 as compared to $1,158,000 for the six months ended April 30, 2012. Exploration expenses for the six months ended April 30, 2013 increased $307,000 to $876,000 as compared to $569,000 for the six months ended April 30, 2012. The reduction in selling, general and administrative expenses was due to lower expenditures for consulting and contractors during the six months ended April 30, 2013. The increase in exploration expenses was due to expenditures for the 2013 mining season.

Such expenses for the six months ended April 30, 2013 and 2012 consisted primarily of employee and independent contractor expenses, expenses related to share issuances, rent, audit, overhead, amortization and depreciation, professional and consulting fees, sales and marketing costs, investor relations, legal, and other general and administrative costs and exploration expenses.

NET LOSS

Net loss for the six months ended April 30, 2013 was $2,004,000 as compared to a net loss of $2,352,000 for the six months ended April 30, 2012. The net loss for the six months ended April 30, 2013 included $504,000 of non-cash expenses. The reduction was due to lower expenditures during the six months ended April 30, 2013.

LIQUIDITY AND CAPITAL RESOURCES

We had cash of $59,000, a working capital deficit of approximately $4,479,000 as of April 30, 2013. In addition, we have $862,000 due under operating leases in 2013 and future years. Further, we have $8,500,000 in mining expenditures planned in 2013 and future years, including $6,000,000 to Raven for the possible acquisition of their interest in the TMC project.

We have budgeted expenditures for the next twelve months of approximately $10,895,000, depending on additional financing, for general and administrative expenses and exploration and development, including $5,000,000 to acquire the TMC project, to implement the business plan as described below. This will allow us to achieve 51% earn in under the JV Agreement, in the event we are unable to complete the acquisition of Raven’s interest in the TMC project.

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We will have to raise substantial additional capital in order to fully implement the business plan. If economic reserves of gold and/or other minerals are proven, additional capital will be needed to actually develop and mine those reserves. The Company must expend an additional $3.5 million over the next two years to achieve 80% earn in on the TMC project, in the event we are unable to complete the acquisition of Raven’s interest in the TMC project. Even if economic reserves are found, if we are unable to raise this capital, we will not be able to complete our earn in on this project.

We have budgeted the following expenditures for the next twelve months of approximately $10,895,000, depending on additional financing, for general and administrative expenses and exploration and development to implement the business plan as described above.

OPERATING ACTIVITIES

Net cash used in operating activities for the six months ended April 30, 2013 was $1,387,000. This amount was primarily related to a net loss of $2,004,000, offset by depreciation and amortization and other non-cash expenses of $504,000.

INVESTING ACTIVITIES

Net cash used in investing activities for the six months ended April 30, 2013 was $352,000. This amount was primarily related to capital expenditures of $252,000 and contractual rights of $100,000.

FINANCING ACTIVITIES

Net cash provided by financing activities for the six months ended April 30, 2013 was $1,709,000. This amount was primarily related to the proceeds from the issuance of common stock of $1,140,000 and proceeds from the forward contract of $600,000, offset by the repayment of debentures of $31,000.

Our unaudited contractual cash obligations as of April 30, 2013 are summarized in the table below:

			Less Than						Greater Than
Contractual Cash Obligations	Total		1 Year		1-3 Years		3-5 Years		5 Years
Operating leases	$	862,600	$	287,600	$	200,000	$	250,000	$	125,000
Capital lease obligations		0		0		0		0		0
Note payable		2,108,248		2,108,248		0		0		0
Mining expenditures		3,500,000		3,500,000		0		0		0
Raven Gold Alaska, Inc. payment to buyout JV interest		6,000,000		5,000,000		1,000,000		0		0
	$	12,470,848	$	10,895,848	$	1,200,000	$	250,000	$	125,000

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The application of GAAP involves the exercise of varying degrees of judgment. On an ongoing basis, we evaluate our estimates and judgments based on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. We believe that of our significant accounting policies (see summary of significant accounting policies more fully described in Note 2 to the financial statements set forth in this report), the following policies involve a higher degree of judgment and/or complexity:

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Cash and Cash Equivalents

We classify highly liquid temporary investments with an original maturity of three months or less when purchased as cash equivalents. The Company maintains cash balances at various financial institutions. Balances at US banks are insured by the Federal Deposit Insurance Corporation up to $250,000. Beginning December 31, 2010, through December 31, 2013, all noninterest-bearing transaction accounts are fully insured, regardless of the balance of the account, at all FDIC-insured institutions. We have not experienced any losses in such accounts and believe it is not exposed to any significant risk for cash on deposit. As of April 30, 2013, we had no uninsured cash amounts.

Equipment

Mineral Properties

We have access to the camp by airplane. There is no road access from camp to the project area where drilling and bulk sampling mining occurs. It is approximately 1 1/2 miles from camp to the project area. Power generation is by diesel generator at the camp. Fuel is brought in for the generators by a cargo plane to the airstrip.

Long-Lived Assets

We review our long-lived assets for impairment annually or when changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Long-lived assets under certain circumstances are reported at the lower of carrying amount or fair value. Assets to be disposed of and assets not expected to provide any future service potential to the Company are recorded at the lower of carrying amount or fair value (less the projected cost associated with selling the asset). To the extent carrying values exceed fair values, an impairment loss is recognized in operating results. As of April 30, 2013, there are no impairments recognized.

Alaska Reclamation and Remediation Liabilities

TMC operates in Alaska. The State of Alaska Department of Natural Resources requires a pool of funds from all permittees with exploration and mining projects to cover reclamation. There is a $750 per acre disturbance reclamation bond that is required for disturbance of 5 acres or more and/or removal of more the 50,000 cubic yards of material. The Company is expected to exceed the minimum requirements in 2013 and is expected to be required to file a reclamation bond.

We expect to record reclamation bond as a liability in the period in which we are required to pay a reclamation bond. A corresponding asset is also recorded and depreciated over the life of the asset. After the initial measurement of the asset retirement obligation, the liability will be adjusted at the end of each reporting period to reflect changes in reclamation bond.

Mineral Exploration and Development Costs

Should a property be abandoned, its capitalized costs are charged to operations. We charge to operations the allocable portion of capitalized costs attributable to properties sold. Capitalized costs are allocated to properties sold based on the proportion of claims sold to the claims remaining within the project area.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

This item is not applicable.

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ITEM 4. CONTROLS AND PROCEDURES

a) Evaluation of Disclosure Controls and Procedures

We have adopted and maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods required under the SEC’s rules and forms and that the information is gathered and communicated to our management to allow for timely decisions regarding required disclosure.

As required by Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, our management conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of April 30, 2013. Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and our management necessarily was required to apply its judgment in evaluating and implementing our disclosure controls and procedures. Based upon the evaluation described above, our management concluded that they believe that our disclosure controls and procedures were not effective, as of the end of the period covered by this report, in providing reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management to allow timely decisions regarding required disclosures, and is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Management identified the weaknesses discussed below.

Identified Material Weakness

A material weakness in our internal control over financial reporting is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or detected. Management identified material weaknesses during its assessment of internal controls over financial reporting as of April 30, 2013:

The Company did not have an audit committee during the year ended October 31, 2012.

We formed an audit committee on October 26, 2012 which consists of two independent directors. An audit committee is expected to improve oversight in the establishment and monitoring of required internal controls and procedures. We expect to expand the audit committee during 2013.

(b) Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we assessed the effectiveness of our internal control over financial reporting as of the end of the period covered by this report based on the framework in “Internal Control—Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, our principal executive officer and principal financial officer concluded that our internal control over financial reporting were not effective to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with United States generally accepted accounting principles. The effectiveness of our internal control over financial reporting as of April 30, 2013 has not been audited by our, an independent registered public accounting firm.

During the quarter ended April 30, 2013, there were no other changes in our internal controls over financial reporting during this fiscal quarter that materially affected, or is reasonably likely to have a materially affect, on our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are no pending legal proceedings against us that are expected to have a material adverse effect on our cash flows, financial condition or results of operations.

ITEM 1A. RISK FACTORS

The following factors, in addition to the other information contained in this report, should be considered carefully in evaluating us and our prospects. This report (including without limitation the following factors that may affect operating results) contains forward-looking statements (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) regarding us and our business, financial condition, results of operations and prospects. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements in this report. Additionally, statements concerning future matters such as the development of new products, enhancements or technologies, projections of revenues and profitability, possible changes in legislation and other statements regarding matters that are not historical are forward-looking statements.

The volatility of the price of gold could adversely affect our future operations and our ability to develop our properties.

The potential for profitability of our operations, the value of our properties and our ability to raise funding to conduct continued exploration and development, if warranted, are directly related to the market price of gold and other precious metals. The price of gold may also have a significant influence on the market price of our common stock and the value of our properties. Our decision to put a mine into production and to commit the funds necessary for that purpose must be made long before the first revenue from production would be received. A decrease in the price of gold may prevent our property from being economically mined or result in the write-off of assets whose value is impaired as a result of lower gold prices.

As of June 11, 2013, the price of gold was $1,377 per ounce, based on the daily London PM fix on that date. The volatility of mineral prices represents a substantial risk which no amount of planning or technical expertise can fully eliminate. In the event gold prices decline or remain low for prolonged periods of time, we might be unable to develop our properties, which may adversely affect our results of operations, financial performance and cash flows.

Our Joint Venture Agreement and Amended Claim Agreement are critical to our operations and are subject to cancellation.

On September 15, 2010, we signed an Exploration, Development and Mine Operating Agreement (“JV Agreement”) with Raven.

The failure to operate in accordance with the JV Agreement could result in our interest in the JV Agreement being terminated. See Note 3 to the Consolidated Financial Statements for a discussion of this critical agreement.

On January 7, 2011, TMC entered into an Amended Claims Agreement with Ben Porterfield related to five mining claims known as Fish Creek 1-5 (ADL-648383 through ADL-648387), which claims have been assigned to the TMC project. As part of this Amended Claims Agreement, Ben Porterfield consented to certain conveyances, assignments, contributions and transfers related to this above five mining claims.

The failure to operate in accordance with the Amended Claims Lease or Agreement could result in the lease pertaining to the mining claims that are the subject of the Amended Claims Agreement being terminated. See Note 3 to the Consolidated Financial Statements for a discussion of this critical agreement.

We have no proven or probable reserves and our decision to continue further exploration and development is not based on a study demonstrating economic recovery of any mineral reserves and is therefore inherently risky.

Any funds spent by us on exploration or development could be lost. We have not established the presence of any proven or probable mineral reserves, as defined by the SEC, at any of our properties. Under Industry Guide 7, the SEC has defined a “reserve” as that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. Any mineralized material discovered or produced by us should not be considered proven or probable reserves.

In order to demonstrate the existence of proven or probable reserves, it would be necessary for us to perform additional exploration to demonstrate the existence of sufficient mineralized material with satisfactory continuity and obtain a positive feasibility study which demonstrates with reasonable certainty that the deposit can be economically and legally extracted and produced. We have not completed a feasibility study with regard to all or a portion of any of our properties to date. The absence of proven or probable reserves makes it more likely that our properties may cease to be profitable and that the money we spend on exploration and development may never be recovered.

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Since we have no proven or probable reserves, our investment in mineral properties is not reported as an asset in our financial statements which may cause volatility in our net earnings and have a negative impact on the price of our stock.

We prepare our financial statements in accordance with accounting principles generally accepted in the United States of America and report substantially all exploration and construction expenditures as expenses until such time, if ever, we are able to establish proven or probable reserves. Since it is uncertain when, if ever, we will establish proven or probable reserves, it is uncertain whether we will ever report these types of future capital expenditures as an asset. Accordingly, our financial statements report fewer assets and greater expenses than would be the case if we had proven or probable reserves, which could produce volatility in our earnings and have a negative impact on our stock price.

There are differences in U.S. and Canadian practices for reporting reserves and resources.

Our reserve and resource estimates are not directly comparable to those made in filings subject to SEC reporting and disclosure requirements, as we generally report reserves and resources in accordance with Canadian practices. The Technical Report, upon which we have based our mineralization estimates, was prepared in accordance with Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) National Instrument 43-101 (NI 43-101) and Form 43-101F1 (43-101F1). These practices are different from the practices used to report reserve and resource estimates in reports and other materials filed with the SEC. It is Canadian practice to report measured, indicated and inferred mineral resources, which are generally not permitted in disclosure filed with the SEC by United States issuers. In the United States, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. United States investors are cautioned not to assume that all or any part of measured or indicated mineral resources will ever be converted into reserves.

Further, “inferred mineral resources” have a great amount of uncertainty as to their existence and as to whether they can be mined legally or economically. Disclosure of “contained ounces” is permitted disclosure under Canadian regulations; however, the SEC only permits issuers to report “resources” as in place, tonnage and grade without reference to unit measures.

Accordingly, information concerning descriptions of mineralization, reserves and resources contained in this report, or in the documents incorporated herein by reference, may not be comparable to information made public by other United States companies subject to the reporting and disclosure requirements of the SEC.

Estimates of mineralized material are based on interpretation and assumptions and may yield less mineral production under actual conditions than is currently estimated.

Unless otherwise indicated, estimates of mineralized material presented in our press releases and regulatory filings are based upon estimates made by us and our consultants. When making determinations about whether to advance any of our projects to development, we must rely upon such estimated calculations as to the mineralized material on our properties. Until mineralized material is actually mined and processed, it must be considered an estimate only. These estimates are imprecise and depend on geological interpretation and statistical inferences drawn from drilling and sampling analysis, which may prove to be unreliable. We cannot assure you that these mineralized material estimates will be accurate or that this mineralized material can be mined or processed profitably. Any material changes in estimates of mineralized material will affect the economic viability of placing a property into production and such property’s return on capital. There can be no assurance that minerals recovered in small scale metallurgical tests will be recovered at production scale.

The mineralized material estimates have been determined and valued based on assumed future prices, cut-off grades and operating costs that may prove inaccurate. Extended declines in market prices for gold and silver may render portions of our mineralized material uneconomic and adversely affect the commercial viability of one or more of our properties and could have a material adverse effect on our results of operations or financial condition.

There is substantial doubt about our ability to continue as a going concern.

Our audited financial statements for the period from inception (March 25, 2010) to April 30, 2013 indicate that there are a number of factors that raise substantial doubt about our ability to continue as a going concern. Such factors identified in the report result from our limited history of operations, limited assets, and operating losses since inception. In addition, among other factors, as of April 30, 2013, we reported a net operating loss of over $11.8 million. If we are not able to continue as a going concern, it is likely investors will lose their investments.

Because of the unique difficulties and uncertainties inherent in mineral exploration ventures, we face a high risk of business failure.

Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. The expenditures to be made by us in the exploration of the mineral claim may not result in the discovery of mineral deposits. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. If the results of our exploration do not reveal viable commercial mineralization, we may decide to abandon our claim and acquire new claims for new exploration. The acquisition of additional claims will be dependent upon us possessing capital resources at the time in order to purchase such claims. If no funding is available, we may be forced to abandon our operations.

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If we do not obtain additional financing, our business will fail.

For the years ended October 31, 2012 and 2011 and for the period from inception (March 25, 2010) to April 30, 2013, we had no revenues.

Net loss for the year ended October 31, 2012 was $5,550,000. Net loss for the year ended October 31, 2011 was $4,035,000. The net loss included $1,993,000 of non-cash expenses for the year ended October 31, 2012.

Our current operating funds are less than necessary to complete all intended exploration of the property, and therefore we will need to obtain additional financing in order to complete our business plan. As of April 30, 2013, we had approximately $59,000 in cash.

Our business plan calls for significant expenses in connection with the exploration of the property. We do not currently have sufficient funds to conduct continued exploration on the property and require additional financing in order to determine whether the property contains economic mineralization. We will also require additional financing if the costs of the exploration of the property are greater than anticipated.

We will require additional financing to sustain our business operations if we are not successful in earning revenues once exploration is complete. We do not currently have any arrangements for financing and we can provide no assurance to investors that we will be able to find such financing if required. Obtaining additional financing would be subject to a number of factors, including the market prices for copper, silver and gold, investor acceptance of our property and general market conditions. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us.

The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital will result in dilution to existing shareholders. The only other anticipated alternative for the financing of further exploration would be our sale of a partial interest in the property to a third party in exchange for cash or exploration expenditures, which is not presently contemplated.

Because we have commenced limited business operations, we face a high risk of business failure.

We started exploring our properties in the summer of 2011. Accordingly, we have no way to evaluate the likelihood that our business will be successful. Although we were incorporated in the state of Colorado on October 18, 2007, the Company just acquired our mineral properties with our acquisition of TMC on February 28, 2011. We have not earned any revenues as of the date of this Form 10-Q. TMC itself has only been in existence since March 25, 2010.

Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from development of the mineral claims and the production of minerals from the claims, we will not be able to earn profits or continue operations.

There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

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We are dependent on key personnel.

Our success depends to a significant degree upon the continued contributions of key management and other personnel, some of whom could be difficult to replace. We do not maintain key man life insurance covering certain of our officers. Our success will depend on the performance of our officers, our ability to retain and motivate our officers, our ability to integrate new officers into our operations and the ability of all personnel to work together effectively as a team. Our failure to retain and recruit officers and other key personnel could have a material adverse effect on our business, financial condition and results of operations.

We lack an operating history and we expect to have losses in the future.

Except for our initial exploration efforts as described above, we have not started our proposed business operations or realized any revenues. We have no operating history upon which an evaluation of our future success or failure can be made. Our ability to achieve and maintain profitability and positive cash flow is dependent upon the following:

	●	Our ability to locate a profitable mineral property;
	●	Our ability to generate revenues; and
	●	Our ability to reduce exploration costs.

Based upon current plans, we expect to incur operating losses in foreseeable future periods. This will happen because there are expenses associated with the research and exploration of our mineral properties. We cannot guarantee that we will be successful in generating revenues in the future. Failure to generate revenues will cause us to go out of business.

Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages as we conduct our business.

The search for valuable minerals involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. Although we conducted a due diligence investigation prior to entering into the acquisition of TMC, risk remains regarding any undisclosed or unknown liabilities associated with this project. The payment of such liabilities may have a material adverse effect on our financial position.

Because we are small and do not have sufficient capital, we may have to cease operation even if we have found mineralized material.

Because we are small and do not have sufficient capital, we must limit our exploration. Because we may have to limit our exploration, we may be unable to mine mineralized material, even if our mineral claims contain mineralized material. If we cannot mine mineralized material, we may have to cease operations.

If we become subject to onerous government regulation or other legal uncertainties as we move to production, our business will be negatively affected. Governmental regulations impose material restrictions on mineral property exploration and development. Under Alaska mining law, to engage in exploration will require permits, the posting of bonds, and the performance of remediation work for any physical disturbance to the land. If we proceed to commence drilling operations on the mineral claims, we will incur additional regulatory compliance costs.

In addition, the legal and regulatory environment that pertains to mineral exploration is uncertain and may change. Uncertainty and new regulations could increase our costs of doing business and prevent us from exploring for ore deposits. The growth of demand for ore may also be significantly slowed. This could delay growth in potential demand for and limit our ability to generate revenues. In addition to new laws and regulations being adopted, existing laws may be applied to limit or restrict mining that have not as yet been applied. These new laws may increase our cost of doing business with the result that our financial condition and operating results may be harmed.

We are subject to governmental regulations, which affect our operations and costs of conducting our business.

Our current and future operations are and will be governed by laws and regulations, including:

● laws and regulations governing mineral concession acquisition, prospecting, development, mining and production;

● laws and regulations related to exports, taxes and fees;

● labor standards and regulations related to occupational health and mine safety;

● environmental standards and regulations related to clean water, waste disposal, toxic substances, land use and environmental protection; and

● other matters.

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Companies engaged in mining exploration activities often experience increased costs and delays in production and other schedules as a result of the need to comply with applicable laws, regulations and permits. Failure to comply with applicable laws, regulations and permits may result in enforcement actions, including the forfeiture of claims, orders issued by regulatory or judicial authorities requiring operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or costly remedial actions. We may be required to compensate those suffering loss or damage by reason of our mineral exploration activities and may have civil or criminal fines or penalties imposed for violations of such laws, regulations and permits.

Existing and possible future laws, regulations and permits governing operations and activities of exploration companies, or more stringent implementation, could have a material adverse impact on our business and cause increases in capital expenditures or require abandonment or delays in exploration.

Our activities are subject to environmental laws and regulations that may increase our costs of doing business and restrict our operations.

All phases of our operations are subject to environmental regulation. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. These laws address emissions into the air, discharges into water, management of waste, management of hazardous substances, protection of natural resources, antiquities and endangered species and reclamation of lands disturbed by mining operations. Compliance with environmental laws and regulations and future changes in these laws and regulations may require significant capital outlays and may cause material changes or delays in our operations and future activities. It is possible that future changes in these laws or regulations could have a significant adverse impact on our properties or some portion of our business, causing us to re-evaluate those activities at that time.

U.S. Federal Laws. The Comprehensive Environmental, Response, Compensation, and Liability Act (CERCLA), and comparable state statutes, impose strict, joint and several liability on current and former owners and operators of sites and on persons who disposed of or arranged for the disposal of hazardous substances found at such sites. It is not uncommon for the government to file claims requiring cleanup actions, demands for reimbursement for government-incurred cleanup costs, or natural resource damages, or for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by hazardous substances released into the environment. The Federal Resource Conservation and Recovery Act (RCRA), and comparable state statutes, govern the disposal of solid waste and hazardous waste and authorize the imposition of substantial fines and penalties for noncompliance, as well as requirements for corrective actions. CERCLA, RCRA and comparable state statutes can impose liability for clean-up of sites and disposal of substances found on exploration, mining and processing sites long after activities on such sites have been completed.

We may also be subject to compliance with other federal environmental laws, including the Clean Air Act, National Environmental Policy Act (NEPA) and other environmental laws and regulations.

The State of Alaska Department of Natural Resources requires a pool of funds from all permittees with exploration and mining projects to cover reclamation. There is a $750 per acre disturbance reclamation bond that is required for disturbance of 5 acres or more and/or removal of more the 50,000 cubic yards of material. The Company is expected to exceed the minimum requirements in 2013 and is expected to be required to file a reclamation bond.

We may not have access to all of the supplies and materials we need to begin exploration that could cause us to delay or suspend operations.

Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies, such as explosives, and certain equipment such as bulldozers and excavators that we might need to conduct exploration. We have not attempted to locate or negotiate with any suppliers of products, equipment or materials. We will attempt to locate products, equipment and materials after we raise additional funding. If we cannot find the products and equipment we need, we will have to suspend our exploration plans until we do find the products and equipment we need.

Because of the speculative nature of exploration of mineral properties, there is no assurance that our exploration activities will result in the discovery of new commercially exploitable quantities of minerals.

We plan to continue to source exploration mineral claims. The search for valuable minerals as a business is extremely risky. We can provide investors with no assurance that additional exploration on our properties will establish that additional commercially exploitable reserves of gold exist on our properties. Problems such as unusual or unexpected geological formations or other variable conditions are involved in exploration and often result in exploration efforts being unsuccessful. The additional potential problems include, but are not limited to, unanticipated problems relating to exploration and attendant additional costs and expenses that may exceed current estimates. These risks may result in us being unable to establish the presence of additional commercial quantities of ore on our mineral claims with the result that our ability to fund future exploration activities may be impeded.

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Weather and location challenges may restrict and delay our work on our property.

We plan to conduct our exploration on a seasonal basis. Because of the severe Alaska winters and lack of sunlight and with current operations, we are only able to perform exploration operations for approximately five months per year. It is possible that snow or rain could restrict and delay work on the properties to a significant degree. Our property is located in a relatively remote location, which creates additional transportation and energy costs and challenges. Currently, we have drilled our test sites with helicopter-supported drill rigs, which are expensive to operate. While we intend to construct an access road and improve the nearby air strip, we may not have sufficient funds to complete these improvements, which would further increase the cost of exploration.

As we face intense competition in the mining industry, we will have to compete with our competitors for financing and for qualified managerial and technical employees.

The mining industry is intensely competitive in all of its phases. Competition includes large established mining companies with substantial capabilities and with greater financial and technical resources than we have. As a result of this competition, we may be unable to acquire additional attractive mining claims or financing on terms we consider acceptable. We also compete with other mining companies in the recruitment and retention of qualified managerial and technical employees. If we are unable to successfully compete for financing or for qualified employees, our exploration and development programs may be slowed down or suspended.

Trading of our stock may be restricted by Blue Sky eligibility and the SEC's penny stock regulations which may limit a stockholder's ability to buy and sell our stock.

We currently are not Blue Sky eligible in certain states so trading of the Company’s stock in such states may be restricted. In addition, the SEC has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Under the penny stock rules, additional sales practice requirements are imposed on broker-dealers who sell to persons other than established customers and "accredited investors." The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to broker-dealers ability to trade in the Company’s securities. The Blue Sky eligibility and the penny stock rules may discourage investor interest in and limit the marketability of, the Company’s common stock.

The sale of a significant number of our shares of common stock could depress the price of our common stock.

Sales or issuances of a large number of shares of common stock in the public market or the perception that sales may occur could cause the market price of our common stock to decline. As of June 14, 2013, there were 37.4 million shares of common stock and warrants issued and outstanding on a fully diluted basis. Therefore, the amount of shares that have been registered by the Company for resale by certain investors (up to 6,707,715 shares of common stock) constitutes a significant percentage of the issued and outstanding shares and the sale of all or a portion of these shares could have a negative effect on the market price of our common stock. Significant shares of common stock are held by our principal shareholders, other Company insiders and other large shareholders. As “affiliates” (as defined under Rule 144 of the Securities Act (“Rule 144”)) of the Company, our principal shareholders, other Company insiders and other large shareholders may only sell their shares of common stock in the public market pursuant to an effective registration statement or in compliance with Rule 144.

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We may engage in acquisitions, mergers, strategic alliances, joint ventures and divestitures that could result in financial results that are different than expected.

In the normal course of business, we may engage in discussions relating to possible acquisitions, equity investments, mergers, strategic alliances, joint ventures and divestitures. All such transactions are accompanied by a number of risks, including:

	●	Use of significant amounts of cash,
	●	Potentially dilutive issuances of equity securities on potentially unfavorable terms,
	●	Incurrence of debt on potentially unfavorable terms as well as impairment expenses related to goodwill and amortization expenses related to other intangible assets,
	●	The possibility that we may pay too much cash or issue too many of our shares as the purchase price for an acquisition relative to the economic benefits that we ultimately derive from such acquisition.
	●	The process of integrating any acquisition may create unforeseen operating difficulties and expenditures. The areas where we may face difficulties in the foreseeable include:
	●	Diversion of management time, during the period of negotiation through closing and after closing, from its focus on operating the businesses to issues of integration,
	●	The need to integrate each company's accounting, management information, human resource and other administrative systems to permit effective management, and the lack of control if such integration is delayed or not implemented,
	●	The need to implement controls, procedures and policies appropriate for a public company that may not have been in place in private companies, prior to acquisition,
	●	The need to incorporate acquired technology, content or rights into our products and any expenses related to such integration, and
	●	The need to successfully develop any acquired in-process technology to realize any value capitalized as intangible assets.

From time to time, we may engage in discussions with candidates regarding potential divestures. If a divestiture does occur, we cannot be certain that our business, operating results and financial condition will not be materially and adversely affected. A successful divestiture depends on various factors, including our ability to:

	●	Effectively transfer liabilities, contracts, facilities and employees to any purchaser,
	●	Identify and separate the intellectual property to be divested from the intellectual property that we wish to retain,
	●	Reduce fixed costs previously associated with the divested assets or business, and
	●	Collect the proceeds from any divestitures.

In addition, if customers of the divested business do not receive the same level of service from the new owners, this may adversely affect our other businesses to the extent that these customers also purchase other products offered by us. All of these efforts require varying levels of management resources, which may divert our attention from other business operations.

If we do not realize the expected benefits or synergies of any divestiture transaction, our consolidated financial position, results of operations, cash flows and stock price could be negatively impacted.

The market price of our common stock may be volatile.

The market price of our common stock has been and is likely in the future to be volatile. Our common stock price may fluctuate in response to factors such as:

	●	Announcements by us regarding resources, liquidity, significant acquisitions, equity investments and divestitures, strategic relationships, addition or loss of significant customers and contracts, capital expenditure commitments, loan, note payable and agreement defaults, loss of our subsidiaries and impairment of assets,
	●	Issuance or repayment of debt, accounts payable or convertible debt for general or merger and acquisition purposes,
	●	Sale of a significant number of shares of our common stock by shareholders,
	●	General market and economic conditions,
	●	Quarterly variations in our operating results,
	●	Investor relation activities,
	●	Announcements of technological innovations,
	●	New product introductions by us or our competitors,
	●	Competitive activities, and
	●	Additions or departures of key personnel.

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These broad market and industry factors may have a material adverse effect on the market price of our common stock, regardless of our actual operating performance. These factors could have a material adverse effect on our business, financial condition and results of operations.

Our management and a major shareholder and creditor have substantial influence over our company.

As of June 14, 2013, Greg Schifrin, our CEO, and Mr. James Baughman together, either directly or indirectly, own or control 6.7 million shares as of the filing date or approximately 17.0% of the Company’s issued and outstanding common stock on a fully diluted basis as of the date of this Form 10-Q.

BOCO Investments LLC (“BOCO”) owns or controls 8.8 million shares as of the filing date or approximately 22.2% of our common stock on a fully diluted basis, excluding the potential conversion of $1,852,115 of debt that is due and payable by the Company (“BOCO Secured Promissory Note”), that as of June 14, 2013, is convertible along with accrued interest into Company common stock at a rate of $0.75 per share and 5,705,115 for exercise of warrants. See Note 7, 8 and 10 to the Company’s Financial Statements for a more detailed description of this Secured Promissory and Promissory Notes and the warrants.

As a major creditor of the Company as well as shareholder, BOCO has additional influence and control over the Company.

Mr. Schifrin, Mr. Baughman and BOCO, in combination with other large shareholders, could cause a change of control of our board of directors, approve or disapprove any matter requiring stockholder approval, cause, delay or prevent a change in control or sale of the Company, which in turn could adversely affect the market price of our common stock.

Our directors and officers may have conflicts of interest with the Company as a result of their relationships with other companies.

Some of our officers and directors are also directors and officers of other companies, and conflicts of interest may arise between their duties as our officers and directors and as directors and officers of other companies. In addition, the Company has entered into supplier, financing and consulting arrangements with entities controlled by directors of the Company. These factors could have a material adverse effect on our business, financial condition and results of operations.

We do not currently have a shareholder rights plan or any anti-takeover provisions in our By-laws.

Without any anti-takeover provisions, there are limited deterrents for a take-over of our Company, which may result in a change in our management and directors.

The laws of the State of Colorado and our Articles of Incorporation and Bylaws may protect our directors from certain types of lawsuits.

The laws of the State of Colorado provide that our directors will not be liable to us or our shareholders for monetary damages for all but certain types of conduct as directors of the company. Our Articles of Incorporation and Bylaws permit 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 shareholders from recovering damages against our directors caused by their negligence, poor judgment or other circumstances. The indemnification provisions may require us to use our limited assets to defend our directors and officers against claims, including claims arising out of their negligence, poor judgment, or other circumstances.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

This item is not applicable.

ITEM 4. MINE SAFETY DISCLOSURE

This item is not applicable.

ITEM 5. OTHER INFORMATION

This item is not applicable.

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ITEM 6. EXHIBITS

Exhibit No.		Description

4.1		Articles of Amendment dated February 28, 2013. (1)

10.1		Letter of Intent dated February 19, 2013 by and between Terra Gold Corporation and Raven Gold Alaska, Inc. (2)

31.1		Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer. (3)

31.2		Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer. (3)

32.1		Section 906 Certifications. (3)

32.2		Section 906 Certifications. (3)

101		Interactive data files pursuant to Rule 405 of Regulation S-T. (3)

_________________

(1) Attached as an exhibit to the Company’s Form 8-K dated March 8, 2013 and filed with the SEC on March 12, 2013.

(2) Attached as an exhibit to the Company’s Form 8-K dated February 19, 2013 and filed with the SEC on February 26, 2013.

(3) Filed herewith.

(4) Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: June 14, 2013	WESTMOUNTAIN GOLD, INC. (Registrant)

	By:	/s/ Gregory Schifrin
		Gregory Schifrin Chief Executive Officer (Principal Executive Officer)

	By:	/s/ Mark Scott
		Mark Scott Chief Financial Officer (Principal Financial and Accounting Officer)

WESTMOUNTAIN GOLD, INC. - FORM 10-Q - June 14, 2013

Attached files

WESTMOUNTAIN GOLD, INC. Reports