WESTMOUNTAIN Co - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - WESTMOUNTAIN Co	Financial_Report.xls
EX-32.1 - CERTIFICATION - WESTMOUNTAIN Co	ex32.htm
EX-31.1 - CERTIFICATION - WESTMOUNTAIN Co	ex311.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

SECURITIES EXCHANGE ACT OF 1934

For the Quarterly period ended March 31, 2014

[] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Commission File No. 0-53030

WESTMOUNTAIN COMPANY

(Exact Name of Issuer as specified in its charter)

Colorado	26-1315305
(State or other jurisdiction	(IRS Employer File Number)
of incorporation)


181 W Boardwalk, Suite 202
Fort Collins, Colorado	80525
(Address of principal executive offices)	(zip code)

(970) 223-4499

(Registrant's telephone number, including area code)

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

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

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

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

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

The number of shares outstanding of the registrant's common stock, as of the latest practicable date, May 7, 2014, was 9,517,402.

FORM 10-Q

WestMountain Company

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION
Item 1. Financial Statements

Consolidated Balance Sheets (Unaudited) at March 31, 2014 and December 31, 2013	3

Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) for the three months ended March 31, 2014 and 2013	4

Consolidated Statements of Cash Flows (Unaudited) for the three months ended March 31, 2014 and 2013	5

Notes to the Consolidated Financial Statements (Unaudited)	6

Item 2. Management’s Discussion and Analysis and Plan of Operation	11

Item 3. Quantitative and Qualitative Disclosures About Market Risk	14

Item 4. Controls and Procedures	14

Item 4T. Controls and Procedures	14

PART II OTHER INFORMATION

Item 1. Legal Proceedings	14

Item 1A. Risk Factors	14

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	19

Item 3. Defaults Upon Senior Securities	19

Item 4. Submission of Matters to a Vote of Security Holders	19

Item 5. Other Information	19

Item 6. Exhibits	20

Signatures	21

PART I FINANCIAL INFORMATION

For purposes of this report, unless otherwise indicated or the context otherwise requires, all references herein to “WestMountain Company “we,” “us,” and “our,” refer to WestMountain Company, a Colorado corporation, formerly known as WestMountain Asset Management, Inc., and our wholly-owned subsidiaries WestMountain Business Consulting, Inc., WestMountain Valuation Services, Inc., and WestMountain Allocation Analysis, Inc.

ITEM 1. FINANCIAL STATEMENTS

WestMountain Company
Consolidated Balance Sheets
(Unaudited)

	March 31,		December 31,
	2014		2013
Assets
Current Assets:
Cash and cash equivalents	$	483,879	$	57,992
Investments in marketable securities		1,386,155		1,380,879
Accounts receivable, related parties		16,450		394,800
Accounts receivable		9,983		14,783
Income tax receivable		8,441		-
Prepaid expenses		4,960		3,285
Deferred tax asset, net		79,650		79,569
Total current assets		1,989,518		1,931,308

Property and equipment, net of accumulated depreciation of		-		-
$9,473 and $9,473, respectively
Intangible assets, net of accumulated amortization of $26,868		191		793
and $26,266, respectively
Investments in nonmarketable securities, at cost		31,645		31,645
Total assets	$	2,021,354	$	1,963,746

Liabilities and Shareholders' Equity
Current Liabilities:
Accounts payable and accrued liabilities	$	28,588	$	74,012
Income tax payable		-		33,559
Total current liabilities		28,588		107,571

Deferred tax liability		384,802		382,899
Total liabilities		413,390		490,470

Shareholders' Equity:
Preferred stock, $0.10 par value; 1,000,000 shares authorized,
none issued and outstanding		-		-
Common stock, $.001 par value; 50,000,000 shares authorized,
9,517,402 shares issued and outstanding		9,518		9,518
Additional paid-in-capital		927,355		927,355
Retained earnings (accumulated deficit)		17,365		(114,002	)
Other comprehensive income, net		653,726		650,405
Total shareholders' equity		1,607,964		1,473,276
Total liabilities and shareholders' equity	$	2,021,354	$	1,963,746

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

WestMountain Company

Consolidated Statements of Operations and Comprehensive Income (Loss)


	Three Months Ended
	March 31,
	2014			2013

Revenue:
Advisory/consulting fees, related parties	$	38,000		$	30,750
Advisory/consulting fees		12,600			30,000
Management fees, related parties		-			18,678
Total revenue		50,600			79,428

Operating expenses:
Selling, general and administrative expenses		100,264			84,042
Total operating expenses		100,264			84,042

Loss from operations		(49,664	)		(4,614	)

Other income/(expense)
Interest income		-			1
Dividend income on non marketable securities		180,950			-
Realized income on available for sale marketable securities		-			16,450
Total other income/(expense)		180,950			16,451

Net income before income taxes		131,286			11,837

Income tax expense (benefit)		(81	)		3,031
Net income	$	131,367		$	8,806

Comprehensive income (loss)
Unrealized gain (loss) on investments in marketable
equity securities, net of tax		3,321			(151,273	)
Comprehensive income (loss)	$	134,688		$	(142,467	)
Basic net income (loss) per share	$	0.01		$	(0.00	)
Diluted net income (loss) per share	$	0.01		$	(0.00	)
Basic weighted average common shares outstanding		9,517,402			9,517,402
Diluted weighted average common shares outstanding		9,601,985			9,597,574

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

WestMountain Company
Consolidated Statements of Cash Flows
(Unaudited)

	Three Months Ended
	March 31,
	2014			2013
Cash flows from operating activities:
Net income	$	131,367		$	8,806
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization		602			702
Stock based compensation expense		-			2,530
Income tax (benefit) expense		(81	)		3,031
Changes in operating assets and operating liabilities:
Prepaid expenses and other current assets		(1,675	)		(309	)
Accounts receivable		4,800			(4,000	)
Accounts receivable, related parties		378,350			6,550
Income tax receivable		(8,441	)		-
Accounts payable and accrued liabilities		(78,983	)		11,404
Accounts payable, related parties		-			(1,000	)
Deferred revenue		-			(12,000	)
Net cash provided by operating activities		425,939			15,732

Cash flows from investing activities:
Purchases of investments		(52	)		-
Net cash used in investing activities		(52	)		-

Net change in cash and cash equivalents		425,887			15,732
Cash and cash equivalents, beginning of period		57,992			50,257
Cash and cash equivalents, end of period	$	483,879		$	65,989

Supplemental disclosure of cash flow information:
Cash paid during the period for:
Income taxes	$	42,000		$	-
Interest	$	-		$	-

Non cash investing and financing activities:
Unrealized (income) loss on investments in marketable securities	$	(3,321	)	$	151,273
Conversion of notes receivable to marketable securities	$	-		$	-

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

WestMountain Company

Notes to Consolidated Financial Statements

(Unaudited)

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

Nature of Organization and Basis of Presentation

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

Unaudited Financial Information

The accompanying financial information as of March 31, 2014 and for the three months ended March 31, 2014 and 2013 is unaudited. In the opinion of management, all normal and recurring adjustments which are necessary to provide a fair presentation of the Company’s financial position at March 31, 2014 and its operating results for the three months ended March 31, 2014 and 2013 have been made. Certain information and footnote data necessary for a fair presentation of financial position and results of operations in conformity with accounting principles generally accepted in the United States of America have been condensed or omitted. It is therefore suggested that these financial statements be read in conjunction with the summary of significant accounting policies and notes to financial statements included in the Company’s annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) for the year ended December 31, 2013. The results of operations for the three months ended March 31, 2014 is not necessarily an indication of operating results to be expected for the year.

Commitments and Contingencies

Based on currently available information, the Company believes that it is remote that future costs related to known contingent liability exposures will exceed current accruals by an amount that would have a material adverse impact on our financial statements. As the Company learns new facts concerning contingencies, the Company reassesses its position both with respect to accrued liabilities and other potential exposures. In the case of all known contingencies, the Company accrues a liability when the loss is probable and the amount is reasonably estimable. The Company does not reduce these liabilities for potential insurance or third-party recoveries.

Fair Value of Financial Instruments

Available-for-sale securities are accounted for on a specific identification basis. As of March 31, 2014 and December 31, 2013 respectively, we held available-for-sale marketable securities with an aggregate fair value of $1,386,155 and $1,380,879 respectively. As of March 31, 2014, all of our available-for-sale securities were invested in publically traded equity holdings. Available-for-sale securities were classified as current based on the percentage of the equity controlled by the Company as well as our intended use of the assets. The Company recognized unrealized losses, net of tax, in accumulated other comprehensive income (loss) for the three months ended March 31, 2014 and 2013 in the amounts of $3,321 and ($151,273), respectively.

The Company’s assets measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820 at March 31, 2014 and December 31, 2013, were as follows:

Assets and Liabilities Measured at Fair Value on a Recurring Basis as of March 31, 2014

	Quoted Prices in	Significant
	Active Markets for	Other	Significant
	Identical Assets and	Observable	Unobservable	Balance as of
	Liabilities	Inputs	Inputs	March 31,
Description	(Level 1)	(Level 2)	(Level 3)	2014
Assets:
Available-for-sale
marketable securities	$ 1,386,155	$ -	$ -	$ 1,386,155

Assets and Liabilities Measured at Fair Value on a Recurring Basis as of December 31, 2013

	Quoted Prices in	Significant
	Active Markets for	Other	Significant
	Identical Assets and	Observable	Unobservable	Balance as of
	Liabilities	Inputs	Inputs	December 31,
Description	(Level 1)	(Level 2)	(Level 3)	2013
Assets:
Available-for-sale
marketable securities	$ 1,380,879	$ -	$ -	$ 1,380,879

(2) Investments

Investments in Available for Sale Marketable Securities

The Company’s investments in available for sale marketable securities as of March 31, 2014 and December 31, 2013 are summarized below.

					As of March 31, 2014
									Accumulated
					Share		Market/Cost		Unrealized
Company Name	Shares		Cost		Price		Value		Gain/(Loss)

Omni Bio Pharmaceutical, Inc.		1,707,107	$	193,634	$	0.282	$	481,061	$	287,427
Hangover Joe's Holding Corporation (formerly Accredited Members Holding Corporation)		928,463		106,641		0.028		26,276		(80,367	)
Silver Verde May Mining Co., Inc		246,294		46,488		0.400		98,518		52,029
WestMountain Gold, Inc. (formerly WestMountain Index Advisor, Inc.)		918,000		918		0.850		780,300		779,434
Totals		3,799,864	$	347,681			$	1,386,155	$	1,038,523

					As of December 31, 2013
									Accumulated
					Share		Market/Cost		Unrealized
Company Name	Shares		Cost		Price		Value		Gain/(Loss)

Omni Bio Pharmaceutical, Inc.		1,707,107	$	193,634	$	0.3837	$	655,016	$	461,382
Hangover Joe's Holding Corporation (formerly Accredited Members Holding Corporation)		928,463		106,641		0.0173		16,061		(90,580	)
Silver Verde May Mining Co., Inc.		246,294		46,488		0.2800		68,962		22,474
WestMountain Gold, Inc. (formerly WestMountain Index Advisor, Inc.)		866,000		866		0.7400		640,840		639,974
Totals		3,747,864	$	347,629			$	1,380,879	$	1,033,250

Investments in Nonmarketable Securities

The Company’s investments in nonmarketable securities accounted for under the cost method as of March 31, 2014 and December 31, 2013 are summarized below.

Company Name	Shares		Units		Cost
Nexcore Healthcare Capital Corp.		1,645,000		-	$	1,645
Nexcore Real Estate LLC (Class B Units)		-		1,645,000		-
SRKP 16, Inc.		200,000		-		30,000
Totals		1,845,000		1,645,000	$	31,645

As of March 31, 2014 and December 31, 2013, the Company recorded $16,450 and $394,800, respectively, as accounts receivable related party on its balance sheet. In 2013, one of the Company’s investments declared a distribution of $394,800. We recorded the distribution as related party accounts receivable. The receivable was collected in January 2014.

On January 25, 2013, NexCore Real Estate, LLC declared $0.01 per share cash dividend payable on February 18, 2013 to holders of NexCore common stock of record on February 4, 2013. As of that date, the Company owned 1,645,000 shares of common stock and received a cash dividend of $16,450 in May 2014.

On January 3, 2014, NexCore Healthcare Capital Corp. declared a $0.10 per share cash dividend to holders of NexCore common stock of record on January 16, 2014. As of that date, the Company owned 1,645,000 shares of common stock and received a cash dividend of $164,500.

(3) Stockholders Equity

Common Stock

There were 9,517,402 shares of common stock outstanding as of March 31, 2014 and December 31, 2013.

No common shares were issued or cancelled during the three months ended March 31, 2014.

Stock options

On August 15, 2011, the Company approved the employee compensation plan and granted a total of 200,000 common stock options, to our employees. As stated in the compensation plan, these options have a four year term. Fifty percent of the options became vested and exercisable immediately, 25% on the first anniversary date of August 15, 2012, and 25% on the second anniversary date of August 15, 2013. The options have an exercise price of $0.27 per share, which was the fair value of the stock on the day of the grant. The fair value of the options was determined to be $41,038 using the Black Scholes option pricing model.

The significant assumptions in the model included a risk free rate of 0.99%, a volatility input of 99.96% and using the simplified method, the expected term used in the calculation is 2.375 years. As of March 31, 2014, the full fair value of $41,038 has been expensed.

The following table presents the activity for common stock options during the three months ended March 31, 2014:

			Weighted
			Average
		Options	Exercise Price
Outstanding - December 31, 2013		200,000	$ 0.27
	Granted	-	-
	Forfeited/canceled	-	-
	Exercised	-	-
Outstanding - March 31, 2014		200,000	$ 0.27

The weighted average remaining life of these 200,000 options as of March 31, 2014 and December 31, 2013 was 1.4 and 1.6 years respectively.

The following table presents the composition of options outstanding and exercisable as of March 31, 2014 and December 31, 2013. The exercisable options have an intrinsic value of $96,000 and $12,000 as of March 31, 2014 and December 31, 2013, respectively.

As of March 31, 2014:
		Options Outstanding		Options Exercisable
	Range of Exercise Prices	Number	Life	Number	Price
	0.27	200,000	1.4	200,000	0.27

As of December 31, 2013:
		Options Outstanding		Options Exercisable
	Range of Exercise Prices	Number	Life	Number	Price
	0.27	200,000	1.6	200,000	0.27

(4) Related Parties

Bohemian Companies, LLC and BOCO Investments, LLC are two companies under common control. Mr. Klemsz, our President, has been the Chief Investment Officer of BOCO Investments, LLC since March 2007. Since there is common control between the two companies and a relationship with our Company President, we are considering all transactions with Bohemian Companies, LLC and BOCO Investments, LLC, related party transactions.

On January 1, 2008, we entered into a Service Agreement with Bohemian Companies, LLC to provide us with certain defined services. These services include financial, bookkeeping, accounting, legal and tax matters, as well as cash management, custody of assets, preparation of financial documents, including tax returns and checks, and coordination of professional service providers as may be necessary to carry out the matters covered by the Service Agreement. We compensated Bohemian Companies, LLC by reimbursing this entity for the allocable portion of the direct and indirect costs of each employee of Bohemian Companies, LLC that performs services on our behalf. We received invoices monthly from Bohemian Companies, LLC. This Service Agreement was terminated by mutual agreement of the parties on March 31, 2014. Total expenses incurred with Bohemian Companies were $3,000 for the three months ending March 31, 2014 and 2013. As of March 31, 2014 the Company had no balance due to Bohemian Companies, LLC.

For the three months ended March 31, 2014 and 2013, the Company recorded management fee revenues of $-0- and $18,678, respectively, for asset management services performed on behalf of WestMountain Prime, LLC, a related party. The Company and WestMountain Prime, LLC are under common principal ownership. The asset management services contract between WestMountain Prime, LLC and the Company was terminated as of September 30, 2013.

Historically, the Company earned management fees based on the size of the funds managed, and incentive income based on the performance of the funds. With the termination of the asset management services contract between the Company and WestMountain Prime, LLC, the Company no longer provides asset management services to any clients. Further, the Company has elected not to seek any new asset management services clients in the future but to concentrate solely on providing fee-based consulting services for marketing and media clients.

For the three months ended March 31, 2014 and 2013, the Company recorded aggregate advisory/consulting revenue of $50,600 and $60,750, respectively. Of the $50,600 recorded in 2014, $38,000 is related party revenue for services performed on behalf of Nexcore Group LP and Bohemian Asset Management, Inc. The Company, Nexcore and Bohemian are under common principal ownership. Of the $60,750 recorded in 2013, $30,750 is related party revenue for services performed on behalf of Nexcore Group LP and WestMountain Gold Inc. The Company, Nexcore and WestMountain Gold, Inc. are under common principal ownership.

On October 10, 2013, the Company signed a Marketing/Media Consulting Agreement that was effective October 1, 2013 with Bohemian Asset Management, Inc., a related party due to common ownership. This agreement has an original expiration date of December 31, 2014. We will be paid $20,000 per quarter for general marketing and consulting services, due and payable in advance on the first of each quarter.

As of March 31, 2014 and December 31, 2013, the Company had $16,450 and $394,800, respectively, of accounts receivable from related parties. The amount due in 2013 represents distribution income due from Nexcore Real Estate LLC. The receivable was collected in January 2014.

On September 29, 2010 CapTerra Financial Group, Inc. merged with Nexcore Group LP (“Nexcore”). The Company provided advisory services related to the transaction and for those services received 1,645,000 warrants. In December 2010, these warrants were exercised for common stock of Nexcore Group LP. As of March 31, 2014 and December 31, 2013, no active market existed for these securities and so the Company kept the value of this investment on the books at the aggregate exercise price of $1,645. The equity securities are restrictive securities.

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

As of March 31, 2014 and December 31, 2013, the following investments in marketable and nonmarketable securities were held in related parties due to common principal ownership.

	March 31, 2014			December 31, 2013
			Market/Cost			Market/Cost
Company Name	Shares	Units	Value	Shares	Units	Value

Marketable Securities:
Hangover Joe's Holding Corporation (formerly
Accredited Members Holding Corporation)	928,463	-	$ 26,276	928,463	-	$ 16,061
WestMountain Gold, Inc. (formerly WestMountain Index Advisor, Inc.)	918,000	-	780,300	866,000	-	640,840
Total Shares or Units	1,846,463	-	$ 806,576	1,794,463	-	$ 656,901

Nonmarketable Securities:
Nexcore Real Estate LLC (Class B Units)	-	1,645,000	$ -	-	1,645,000	$ -
Nexcore Healthcare Capital Corp	1,645,000	-	1,645	1,645,000	-	1,645
Totals Shares or Units	1,645,000	1,645,000	$ 1,645	1,645,000	1,645,000	$ 1,645

(5) Subsequent Event

Effective April 1, 2014, we relocated our principal executive office to 181 W. Boardwalk, Suite 202, Fort Collins, Colorado 80525. We signed a two year lease for a total of 565 square feet of office space at a price of $188 per month plus costs associated with yearly common area fees. For the current year, the additional cost will be $61. Our phone number is 970-223-4499.

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

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

Forward-Looking Statements

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

General

We act as a fee-based marketing, media and investor relations consultant to public and private companies. Formerly, we also acted as an investment asset manager. Historically, we earned management fees based on the size of the funds managed, and incentive income based on the performance of the funds. We had an asset management services contract between WestMountain Prime, LLC and us, which was terminated as of September 30, 2013. With the termination of the asset management services contract between us and WestMountain Prime, LLC, we no longer provide asset management services to any clients. We have elected not to seek any new asset management services clients in the future but to concentrate solely on providing fee-based consulting services for marketing and media clients.

As a consultant to both public and private companies, we promote public visibility and market acceptance for our clients. We use a number of techniques to achieve these objectives for our clients, including developing public recognition of their business plans and strategic goals, managing investor relations, and engaging in website development and media production. We also utilize various social media outlets and services to deliver our client’s message. We are paid fees for our services by our clients under written consulting agreements.

Operations

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

Currently, we believe that we have sufficient capital to implement our business operations or to sustain them indefinitely. We have been profitable in the past, including the most recent fiscal quarter. If we can maintain our profitability, we could operate at our present level indefinitely. To date, we have never had any discussions with any possible acquisition candidate nor have we any intention of doing so.

We have not been subject to any bankruptcy, receivership or similar proceeding.

Results of Operations

The following discussion involves our results of operations for the three months ended March 31, 2014 and 2013.

For the three months ended March 31, 2014 we had revenues of $50,600 compared to $79,428 for the three months ended March 31, 2013. This represents a 36% decrease, or $28,828 over the two periods reported. We recorded $-0- and $18,678 in related party management fees for the three months ended March 31, 2014 and 2013 respectively. As part of the total revenues for the three months ended March 31, 2014 and 2013, we recorded total consulting fees revenue of $50,600 and $60,750, respectively. Of the consulting fee revenue, $38,000 and $30,750, respectively, were from related parties.

Approximately 75% of the revenues of our clients in the first quarter ended March 31, 2014 came from entities which were under common principal ownership with our majority shareholder. This percentage represents an increase from approximately 62% in the prior year’s fiscal quarter. While we believe that this trend is a positive development which may or may not continue, our revenue remains subject to greater uncertainty than if we had revenue commitments from a number of clients not under common principal ownership. We could be materially impacted if the current arrangement does not continue, and we cannot replace our current clients with other clients.

Operating expenses, consisting primarily of selling, general and administrative costs were $100,264 for the three months ended March 31, 2014, compared to $84,042 for the three months ended March 31, 2013. The cost increase of $16,222 over the two periods is related to salaries and benefits of our employees. We believe that our selling, general and administrative costs will increase as we grow our business activities going forward, although we cannot predict the extent of such growth.

We had net income of $131,367 for the three months ended March 31, 2014, compared to net income of $8,806 for the three months ended March 31, 2013. The net income increased by $122,561 between the two periods mainly due to a dividend received from a related party investment. Total revenue decreased 36% or $28,828, operating expenses increased 20% or $16,222, and dividend income on non marketable securities increased $180,950 or 100%. Income tax expense decreased to ($81) for the three months ended March 31, 2014 from $3,031 for the three months ended March 31, 2013.

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

During the fiscal year 2013, NexCore Real Estate LLC completed the recapitalization of a portion of its real estate assets. As a result of the recapitalization, on December 16, 2013 the Board of Directors of Nexcore Healthcare Capital Corp, as manager of NexCore Real Estate, authorized a $0.24 per unit cash distribution payable to holders of NexCore Real Estate Class B Units of record on December 20, 2013. On January 6, 2014, we deposited a check in the amount of $394,800 as a result of that distribution.

As of March 31, 2014, we hold eight investment positions. Four of the companies are publicly traded. They are Omni Bio Pharmaceutical, Inc., Hangover Joe’s Holding Corporation, formerly known as Accredited Members Holding Corporation, Silver Verde May Mining Co, Inc., and WestMountain Gold, Inc., formerly known as WestMountain Index Advisor, Inc. Three companies are private. They are Nexcore Healthcare Capital Corp., Nexcore Real Estate, LLC, and SRKP, Inc.

The table below lists the investments and total shares owned by us as of March 31, 2014.

Company Name	Shares		Units
Marketable Securities:
Omni Bio Pharmaceutical, Inc.		1,707,107	-
Hangover Joe's Holding Corporation (formerly Accredited Members Holding Corporation)		928,463	-
Silver Verde May Mining Co., Inc.		246,294	-
WestMountain Gold, Inc. (formerly WestMountain Index Advisor, Inc.)		918,000	-
Total Shares or Units		3,799,864		-

Nonmarketable Securities:
SKRP 16, Inc.		200,000		-
Nexcore Healthcare Capital Corp.		-		1,645,000
Nexcore Real Estate LLC		1,645,000		-
Total Shares or Units		1,845,000		1,645,000
Total		5,644,864		1,645,000

Our eighth position involves Marine Exploration, Inc. In 2008 the Company invested $50,000 for 175,000,000 shares of common stock in Marine Exploration, which represented 39% of the outstanding common stock of Marine Exploration. The Company recorded this long-term investment using the equity method of accounting for investments. Any net income or net loss must be recorded against the Company’s investment, not to exceed the original investment of $50,000. Marine Exploration incurred significant losses during 2008, and the investment was reduced to zero. On August 24, 2010, Marine Exploration authorized a reverse split of 1 new share for 500 old shares of their common stock. As of this date, the Company has less than 1% ownership in Marine Exploration.

Liquidity and Capital Resources

As of March 31, 2014, we had cash of $483,879.

Net cash provided by operating activities were $425,939 for the three months ended March 31, 2014, compared to net cash provided by operating activities of $15,732 for the three months ended March 31, 2013.

As of March 31, 2014 and December 31, 2013, the Company had $16,450 and $394,800, respectively, of accounts receivable from related parties. The amount due in 2014 and 2013 represents distribution income due from Nexcore Real Estate LLC. The receivable in 2013 was collected in January 2014 and the receivable in 2014 was collected in May 2014.

Net cash used by investing activities was $52 for the three months ended March 31, 2014, compared to $0 for the three months ended March 31, 2013. The Company converted its 52,000 warrants into shares, in the first quarter of 2014 in the amount of $52.

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

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

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

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

None.

ITEM 4. CONTROLS AND PROCEDURES

Not applicable.

ITEM 4T. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, based on an evaluation of our disclosure controls and procedures (as defined in Rules 13a -15(e) and 15(d)-15(e) under the Exchange Act), our Chief Executive Officer and Chief Financial Officer has concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the applicable time periods specified by the SEC’s rules and forms.

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 240.13a-15(e) or Rule 240.15d-15(e) of this chapter that occurred during our most recent fiscal three months that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

This report does not include an attestation report by our independent registered public accounting firm regarding internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

You should carefully consider the risks and uncertainties described below; and all of the other information included in this document. Any of the following risks could materially adversely affect our business, financial condition or operating results and could negatively impact the value of your investment.

The occurrence of any of the following risks could materially and adversely affect our business, financial condition and operating result. In this case, the trading price of our common stock could decline and you might lose all or part of your investment.

Risks Related to Our Business and Industry

We have a limited operating history. We have not been profitable for our two most recent fiscal years We may never continue to be profitable, and, as a result, we could go out of business.

We were formed as a Colorado business entity in October, 2007. At the present time, we have not been profitable at our two most recent fiscal years, although we were profitable in our most recent fiscal quarter. We cannot guarantee that we will continue to be profitable, and, as a result, we could go out of business.

Our lack of substantial operating history makes it difficult for us to evaluate our future business prospects and make decisions based on those estimates of our future performance. An investor could lose his entire investment.

We have a limited operating history. An investor has no frame of reference to evaluate our future business prospects. This makes it difficult, if not impossible, to evaluate us as an investment. An investor could lose his entire investment if our future business prospects do not result in our ever becoming profitable and sustaining profitability.

We currently rely upon clients under common principal control of our majority shareholder for approximately 75% of our revenues, which means that we could be severally impacted if the current arrangement does not continue and we cannot replace our current clients with other clients.

Approximately 75% of the revenues of our clients in the first quarter ended March 31, 2014 came from entities which were under common principal ownership with our majority shareholder. This percentage represents an increase from approximately 62% in the prior year’s fiscal quarter. Our revenue projections are subject to greater uncertainty than if we had revenue commitments from a number of clients not under common principal ownership. We could be materially impacted if the current arrangement does not continue, and we cannot replace our current clients with other clients. While we have no basis to believe that we will not continue to generate revenue from this arrangement, we cannot assure you that these clients or any of our clients, will continue to purchase our products or services in significant volume, or at all.

If we do not generate adequate revenues to finance our operations, our business may fail.

We have been profitable in the last two quarters. As of March 31, 2014, we had a cash position of $483,879. We anticipate that operating costs will be approximately $350,000 for the fiscal year ending December 31, 2014. These operating costs include payroll and related costs, travel, office lease, contract services and all other costs of operations. We also use contract employees. However, the operating costs and expected revenue generation are difficult to predict. Since there can be no assurances that revenues will be sufficient to cover operating costs for the foreseeable future, it may be necessary to raise additional funds. Due to our lack of substantial operating history, raising additional funds may be difficult.

Competition in our industry is intense.

Our business plan involves acting as a fee-based marketing and media consultant to client companies. This business is highly competitive. There are numerous similar companies providing such services in the United States of America. Our competitors will have greater financial resources and more expertise in this business. Our ability to develop our business will depend on our ability to successfully market our services in this highly competitive environment. We cannot guarantee that we will be able to do so successfully.

The share control position of WestMountain Blue, LLC will limit the ability of other shareholders to influence corporate actions.

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

Our future success depends, in large part, on the continued service of our President and Treasurer

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

Our success also depends upon our ability to develop relationships with our clients. If we cannot develop sufficient relationships, we may never become profitable. An investor could lose his entire investment.

We now have one line of business. We operate as a fee-based marketing and media consultant to client companies, which include both public and private entities. Our success now depends, in large part, on our ability to develop relationships with potential consulting services clients. We have no long-term contracts or other contractual assurances of consulting services. We may never develop sufficient consulting services clients, which would negatively impact our proposed operations. As a result, we may never become profitable or be able to sustain profitability. An investor could lose his entire investment.

Risks Related to an Investment in Our Common Stock

The lack of a broker or dealer to create or maintain a market in our stock could adversely impact the price and liquidity of our securities.

We have no agreement with any broker or dealer to act as a market maker for our securities and there is no assurance that we will be successful in obtaining any market makers. Thus, no broker or dealer will have an incentive to make a market for our stock. The lack of a market maker for our securities could adversely influence the market for and price of our securities, as well as your ability to dispose of, or to obtain accurate information about, and/or quotations as to the price of, our securities.

We have limited experience as a public company.

We have only operated as a public company since 2008. Thus, we have limited experience in complying with the various rules and regulations which are required of a public company. As a result, we may not be able to operate successfully as a public company, even if our operations are successful. We plan to comply with all of the various rules and regulations which are required of a public company. However, if we cannot operate successfully as a public company, your investment may be materially adversely affected. Our inability to operate as a public company could be the basis of your losing your entire investment in us.

We may be required to register under the Investment Company Act of 1940, or the Investment Advisors Act, which could increase the regulatory burden on us and could negatively affect the price and trading of our securities.

Because our business involves the identification, acquisition and development of investments, we may be required to register as an investment company under the Investment Company Act of 1940 or the Investment Advisors Act and analogous state law. While we believe that we are currently either not an investment company or an investment advisor or are exempt from registration as an investment company under the Investment Company Act of 1940 or the Investment Advisors Act and analogous state law, either the SEC or state regulators, or both, may disagree and could require registration either immediately or at some point in the future. As a result, there could be an increased regulatory burden on us which could negatively affect the price and trading of our securities.

Our stock has a limited public trading market on the OTC Bulletin Board and there is no guarantee an active trading market will ever develop for our securities.

There has been, and continues to be, a limited public market for our common stock. We trade under the symbol WASM. An active trading market for our shares has not, and may never develop or be sustained. If you purchase shares of common stock, you may not be able to resell those shares at or above the initial price you paid. The market price of our common stock may fluctuate significantly in response to numerous factors, some of which are beyond our control, including the following:

* actual or anticipated fluctuations in our operating results;

* changes in financial estimates by securities analysts or our failure to perform in line with such estimates;

* changes in market valuations of other companies, particularly those that market services such as ours;

* announcements by us or our competitors of significant innovations, acquisitions, strategic partnerships, joint ventures or capital commitments;

* introduction of product enhancements that reduce the need for the products our projects may develop;

* departures of key personnel.

Of our total outstanding shares as of March 31, 2014, a total of 8,325,000, or approximately 91.9%, will be restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our common stock to drop significantly, even if our business is doing well.

As restrictions on resale end, the market price of our stock could drop significantly if the holders of restricted shares sell them or are perceived by the market as intending to sell them.

Applicable SEC rules governing the trading of “Penny Stocks” limit the liquidity of our common stock, which may affect the trading price of our common stock.

Our common stock currently trades well below $5.00 per share. As a result, our common stock is considered a “penny stock” and is subject to SEC rules and regulations that impose limitations upon the manner in which our shares can be publicly traded. These regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock and the associated risks. Under these regulations, certain brokers who recommend such securities to persons other than established customers or certain accredited investors must make a special written suitability determination for the purchaser and receive the written purchaser’s agreement to a transaction prior to purchase. These regulations have the effect of limiting the trading activity of our common stock and reducing the liquidity of an investment in our common stock.

The over-the-counter market for stock such as ours is subject to extreme price and volume fluctuations.

The securities of companies such as ours have historically experienced extreme price and volume fluctuations during certain periods. These broad market fluctuations and other factors, such as new product developments and trends in the our industry and in the investment markets generally, as well as economic conditions and quarterly variations in our operational results, may have a negative effect on the market price of our common stock.

Buying low-priced penny stocks is very risky and speculative.

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

Issuances of our stock could dilute current shareholders and adversely affect the market price of our common stock, if a public trading market develops.

We have the authority to issue up to 50,000,000 shares of common stock, 1,000,000 shares of preferred stock, and to issue options and warrants to purchase shares of our common stock without stockholder approval. Although no financing is planned currently, we may need to raise additional capital to fund operating losses. If we raise funds by issuing equity securities, our existing stockholders may experience substantial dilution. In addition, we could issue large blocks of our common stock to fend off unwanted tender offers or hostile takeovers without further stockholder approval.

The issuance of preferred stock by our board of directors could adversely affect the rights of the holders of our common stock. An issuance of preferred stock could result in a class of outstanding securities that would have preferences with respect to voting rights and dividends and in liquidation over the common stock and could, upon conversion or otherwise, have all of the rights of our common stock. Our board of directors' authority to issue preferred stock could discourage potential takeover attempts or could delay or prevent a change in control through merger, tender offer, proxy contest or otherwise by making these attempts more difficult or costly to achieve.

Colorado law and our Articles of Incorporation protect our directors from certain types of lawsuits, which could make it difficult for us to recover damages from them in the event of a lawsuit.

Colorado law provides that our directors will not be liable to our company or to our stockholders for monetary damages for all but certain types of conduct as directors. Our Articles of Incorporation require us to indemnify our directors and officers against all damages incurred in connection with our business to the fullest extent provided or allowed by law. The exculpation provisions may have the effect of preventing stockholders from recovering damages against our directors caused by their negligence, poor judgment or other circumstances. The indemnification provisions may require our company to use our assets to defend our directors and officers against claims, including claims arising out of their negligence, poor judgment, or other circumstances.

We do not expect to pay dividends on common stock.

We have not paid any cash dividends with respect to our common stock, and it is unlikely that we will pay any dividends on our common stock in the foreseeable future. Earnings, if any, that we may realize will be retained in the business for further development and expansion.

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

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

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

We held a special shareholders meeting by consent in the first quarter of our fiscal year. A total of 8,805,652 shares out of an aggregate of 9,517,402 shares eligible to vote at a meeting of stockholders, representing approximately 92.52%, voted for the following actions, with no negative votes or abstensions:

1. The reelection of the sole member to our Board of Directors, to hold office until the next Annual Meeting and until his successor is elected and qualified;

2. The amendment of the Articles of Incorporation to change our name to “WestMountain Company,” or a derivation thereof; and

3. The approval and ratification of MaloneBailey, LLP as our independent auditors for the fiscal year ending December 31, 2014;

ITEM 5. OTHER INFORMATION

ITEM 6. EXHIBITS

Exhibit Number		Description

3.1*		Articles of Incorporation

3.2*		Bylaws

10.1**		Service Agreement With Bohemian Companies, LLC

31.1		Certification of CEO/CFO pursuant to Sec. 302

32.1		Certification of CEO/CFO pursuant to Sec. 906

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document*

101.INS		XBRL Instance Document

101SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

* Previously filed with Form SB-2 Registration Statement, January 2, 2008.

** Previously filed with Form 10-KSB, February 29, 2008.

Reports on Form 8-K

No reports were filed under cover of Form 8-K for the fiscal quarter ended March 31, 2014.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized May 13, 2014.

	WESTMOUNTAIN COMPANY a Colorado corporation

	By:	/s/ Brian L. Klemsz
		Brian L. Klemsz, Chief Executive Officer, Chief Financial Officer and Director (Principal Executive, Accounting and Financial Officer)

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