Attached files
| file | filename |
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| EX-32 - EXHIBIT 32 - WESTMOUNTAIN DISTRESSED DEBT INC | wmdsd_ex321.htm |
| EX-31.1 - EXHIBIT 31.1 - WESTMOUNTAIN DISTRESSED DEBT INC | wmdsd_ex311.htm |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2012
[] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No. 0-53031
WESTMOUNTAIN DISTRESSED DEBT, INC.
(Exact Name of Issuer as specified in its charter)
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Colorado
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26-1315407
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(State or other jurisdiction
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(IRS Employer File Number)
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of incorporation)
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123 North College Avenue, Ste 200
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Fort Collins, Colorado
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80524
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(Address of principal executive offices)
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(zip code)
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(970) 212-4770
(Registrant's telephone number, including area code)
Securities to be Registered Pursuant to Section 12(b) of the Act: None
Securities to be Registered Pursuant to Section 12(g) of the Act:
Common Stock $0.001 per share par value
Indicate by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ.
Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes o No þ.
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 þ
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K is contained in this form and no disclosure will be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K. þ
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.
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o (Do not check if a smaller reporting company)
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Smaller reporting company þ
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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 February 15, 2013, the registrant had outstanding 1,808,150 common shares. State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: the registrant’s securities did not trade in a public venue as of the last business day of the registrant’s most recently completed second fiscal quarter. Based upon the last sales of its common stock in 2011 , the aggregate market value of the voting and non-voting common equity held by non-affiliates approximately $48,101.
FORM 10-K
WestMountain Distressed Debt, Inc.
INDEX
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PART I
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Item 1. Business
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3
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Item 1A. Risk Factors
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7
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Item 2. Property
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13
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Item 3. Legal Proceedings
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13
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Item 4. Submission of Matters to a Vote of Security Holders
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13
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PART II
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Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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13
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Item 6. Selected Financial Data
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14
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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
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15
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk
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17
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Item 8. Financial Statements and Supplementary Data
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18
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
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30
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Item 9A(T). Controls and Procedures
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30
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Item 9B. Other Information
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31
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PART III
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Item 10. Directors, Executive Officers and Corporate Governance
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31
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Item 11. Executive Compensation
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32
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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33
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Item 13. Certain Relationships and Related Transactions, and Director Independence
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33
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Item 14. Principal Accountant Fees and Services
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34
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Item 15. Exhibits Financial Statement Schedules
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34
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Financial Statements pages
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18 - 29
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Signatures
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35
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EXPLANATORY NOTE
This Amendment No. 1 to the Form 10-K of WestMountain Distressed Debt, Inc. (the “Amendment”) amends the on Form 10-K filed by WestMountain Distressed Debt, Inc. for the fiscal year ended December 31, 2012, which was filed with the Securities and Exchange Commission (“SEC”) on February 27, 2013 (the “Original Form 10-K”). WestMountain Distressed Debt, Inc. is filing the Amendment to include an audit report that references a date that coincides with the date of the filing of the Form 10-K.
Except for inclusion of the information described above and the filing of Exhibits 31.1 and 32.1, which are being filed herewith, this Form 10-K/A Amendment does not modify or update in any way events occurring subsequent to the filing of our Form 10-K on February 27, 2013. Accordingly, the Amendment should be read in conjunction with the Original Form 10-K. Further, the filing of this Form 10-K/A shall not be deemed to be an admission that the Form 10-K, when filed, included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Stockholders and Board of Directors
WestMountain Distressed Debt, Inc.
Fort Collins, Colorado
We have audited the accompanying balance sheets of WestMountain Distressed Debt, Inc. (the “Company”) as of December 31, 2012 and 2011 and the related statements of operations, shareholders’ equity, and cash flows for each of the years then ended, and the period from October 18, 2007 (inception) through December 31, 2012. The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2012 and 2011 and the results of its operations and its cash flows for each of the years then ended, and the period from October 18, 2007 (inception) through December 31, 2012, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has experienced circumstances that raise substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ EKS&H LLLP
EKS&H LLLP
February 27, 2013
Fort Collins, Colorado
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ITEM 15. EXHIBITS FINANCIAL STATEMENT SCHEDULES.
The following financial information is filed as part of this report:
(a) (1) FINANCIAL STATEMENTS
(2) SCHEDULES
(3) EXHIBITS. The following exhibits required by Item 601 to be filed herewith are incorporated by reference to previously filed documents:
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Exhibit
Number
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Description
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3.1*
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Articles of Incorporation
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3.2*
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Bylaws
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3.3***
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Amended Articles of Incorporation
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10.1**
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Service Agreement With Bohemian Companies, LLC
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31.1
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Certification of CEO/CFO pursuant to Sec. 302
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32.1
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Certification of CEO/CFO pursuant to Sec. 906
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| 101 | XBRL Exhibits |
* Previously filed with Form SB-2 Registration Statement, January 2, 2008.
** Previously filed with Form 10-KSB Registration Statement, February 29, 2008
*** Previously filed with Form 8-K, November 23, 2010.
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SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on August 26, 2013.
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WESTMOUNTAIN DISTRESSED DEBT, INC.
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By:
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/s/ Brian L. Klemsz
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Brian L. Klemsz
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Chief Executive Officer and President
(principal executive officer and principal financial and accounting officer)
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacity and on the date indicated.
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Date: August 26, 2013
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By:
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/s/ Brian L. Klemsz
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Brian L. Klemsz
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Director
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