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EX-32 - WESTMOUNTAIN Coex32.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 September 30, 2015
 
[ ] 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, November 10, 2015, 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 September 30, 2015 and
December 31, 2014
3
       
 
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) for
the three and nine months ended September 30, 2015 and 2014
 4
 
 
Consolidated Statements of Cash Flows (Unaudited) for the nine months ended
September 30, 2015 and 2014
5
 
 
Notes to the Consolidated Financial Statements (Unaudited)
6
 
 
Item 2. Management's Discussion and Analysis and Plan of Operation
12
 
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk
17
 
 
Item 4. Controls and Procedures
17
 
 
Item 4T. Controls and Procedures
17
 
 
PART II  OTHER INFORMATION
 
 
 
Item 1. Legal Proceedings
17
 
 
Item 1A. Risk Factors
17
 
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
21
 
 
Item 3. Defaults Upon Senior Securities
21
 
 
Item 4. Submission of Matters to a Vote of Security Holders
21
 
 
Item 5. Other Information
21
 
 
Item 6. Exhibits
22
 
 
Signatures
23
 
 
 
 
 
- 2 -

 
 
 
 
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, 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)
 
   
   
September 30,
   
December 31,
 
   
2015
   
2014
 
                                  Assets
       
Current Assets:
       
  Cash and cash equivalents
 
$
271,591
   
$
445,411
 
  Investments in marketable securities
   
108,127
     
1,006,230
 
  Accounts receivable, related parties
   
-
     
41,125
 
  Accounts receivable
   
36,539
     
12,300
 
  Income tax receivable
   
73,329
     
-
 
  Note receivable, related
   
68,344
     
25,937
 
  Prepaid expenses
   
3,293
     
9,807
 
  Deferred tax asset, net
   
178,716
     
-
 
      Total current assets
   
739,939
     
1,540,810
 
                 
Property and equipment, net of accumulated depreciation of
   
6,342
     
6,173
 
  $11,016 and $9,473, respectively
               
Investments in nonmarketable securities, at cost
   
31,645
     
31,645
 
      Total assets
 
$
777,926
   
$
1,578,628
 
                 
Liabilities and Shareholders' Equity
               
Current Liabilities:
               
  Accounts payable and accrued liabilities
 
$
34,109
   
$
37,293
 
  Deferred tax liability
   
-
     
107,958
 
  Income tax payable
   
-
     
68,662
 
      Total current liabilities
   
34,109
     
213,913
 
      Total liabilities
   
34,109
     
213,913
 
                 
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
 
  Accumulated earnings (deficit)
   
(168,523
)
   
8,952
 
  Other comprehensive (loss) income, net
   
(24,533
)
   
418,890
 
      Total shareholders' equity
   
743,817
     
1,364,715
 
Total liabilities and shareholders' equity
 
$
777,926
   
$
1,578,628
 
 
 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
 
- 3 -

 
 
 
 
 
WestMountain Company
 
Consolidated Statements of Operations and Comprehensive Loss
 
(Unaudited)
 
         
   
Three Months Ended
   
Nine Months Ended
 
   
September 30,
   
September 30,
 
   
2015
   
2014
   
2015
   
2014
 
                 
Revenue:
               
   Advisory/consulting fees, related parties
 
$
33,786
   
$
41,000
   
$
114,000
   
$
117,000
 
   Advisory/consulting fees
   
16, 439
     
3,600
     
40,439
     
22,800
 
Total revenue
   
50,225
     
44,600
     
154,439
     
139,800
 
                                 
Operating expenses:
                               
   Selling, general and administrative expenses
   
86,375
     
72,537
     
244,570
     
262,136
 
Total operating expenses
   
86,375
     
72,537
     
244,570
     
262,136
 
                                 
Net loss from operations
   
(36,150
)
   
(27,937
)
   
(90,131
)
   
(122,336
)
                                 
Other income/(expense)
                               
   Interest income
   
2,896
     
-
     
7,407
     
-
 
   Dividend income on non marketable securities
   
-
     
-
     
-
     
182,375
 
   Distribution income on non marketable securities
   
-
     
-
     
5,510
     
-
 
   Loss on impairment of available for sale marketable securities
   
-
     
-
     
(193,634
)
   
-
 
   Realized loss on available for sale marketable securities
   
-
     
-
     
-
     
(5,955
)
Total other income/(expense)
   
2,896
     
-
     
(180,717
)
   
176,420
 
                                 
Net income (loss) before income taxes
   
(33,254
)
   
(27,937
)
   
(270,848
)
   
54,084
 
                                 
   Income tax benefit
   
(5,330
)
   
(16,545
)
   
(93,373
)
   
(25,042
)
Net income (loss)
 
$
(27,924
)
 
$
(11,392
)
 
$
(177,475
)
 
$
79,126
 
Other comprehensive loss
                               
  Unrealized loss on investments in marketable equity securities, net of tax
   
(19,149
)
   
(129,174
)
   
(443,423
)
   
(311,015
)
Comprehensive loss
 
$
(47,073
)
 
$
(140,566
)
 
$
(620,898
)
 
$
(231,889
)
                                 
Basic net (loss) income per share
 
$
(0.00
)
 
$
(0.00
)
 
$
(0.02
)
 
$
0.01
 
Diluted net (loss) income per share
 
$
(0.00
)
 
$
(0.00
)
 
$
(0.02
)
 
$
0.01
 
                                 
Basic weighted average common shares outstanding
   
9,517,402
     
9,517,402
     
9,517,402
     
9,517,402
 
Diluted weighted average common shares outstanding
   
9,517,402
     
9,517,402
     
9,517,402
     
9,517,402
 
 
 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
 
 

- 4 -

 
 
 
 
WestMountain Company
 
Consolidated Statements of Cash Flows
 
(Unaudited)
 
 
 
Nine Months Ended
 
 
 
September 30,
 
 
 
2015
   
2014
 
Cash flows from operating activities:
       
Net (loss) income
 
$
(177,475
)
 
$
79,126
 
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
               
  Depreciation and amortization
   
1,543
     
793
 
  Realized loss on available for sale marketable securities
   
-
     
5,955
 
  Loss on impairment of available for sale marketable securities
   
193,634
     
-
 
  Deferred income benefit
   
(25,628
)
   
4,827
)
    Changes in operating assets and operating liabilities:
               
      Prepaid expenses and other current assets
   
6,514
     
1,237
 
      Accounts receivable
   
(24,239
)
   
6,383
 
      Accounts receivable, related parties
   
41,125
     
379,800
 
      Accounts payable and accrued liabilities
   
(3,184
)
   
(79,380
)
)
      Income tax receivable
   
(141,991
)
   
-
)
      Deferred revenue
   
-
     
(40,000
)
        Net cash (used in) provided by operating activities
   
(129,701
)
   
358,741
 
 
               
Cash flows from investing activities:
               
      Loan to related party
   
(42,407
)
   
(25,000
)
      Purchases of equipment
   
(1,712
)
   
-
 
      Proceeds from the sale of available for sale securities
   
-
     
936
 
      Purchases of investments
   
-
     
(52
)
)
        Net cash (used in) provided by investing activities
   
(44,119
)
   
(24,116
)
                 
Net change in cash and cash equivalents
   
(173,820
)
   
334,625
 
Cash and cash equivalents, beginning of period
   
445,411
     
57,992
 
Cash and cash equivalents, end of period
 
$
271,591
   
$
392,617
 
 
               
Supplemental disclosure of cash flow information:
               
   Cash paid during the period for:
               
     Income taxes
 
$
62,650
   
$
43,690
 
     Interest
 
$
-
   
$
-
 
 
               
Non cash investing and financing activities
               
  Unrealized loss on investments in marketable equity securities, net of tax
 
$
443,423
   
$
311,015
 
 
 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
 
 

- 5 -

 
 
 


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 September 30, 2015 and for the three and nine months ended September 30, 2015 and 2014 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 September 30, 2015 and its operating results for the three and nine months ended September 30, 2015 and 2014 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, 2014. The results of operations for the three and nine months ended September 30, 2015 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.
 
Income Tax Receivable
 
As of September 30, 2015, the Company had an income tax receivable of $73,329 that is related to estimated tax payments on deposit with federal and state taxing authorities.

Fair Value of Financial Instruments
 
Available-for-sale securities are accounted for on a specific identification basis. As of September 30, 2015 and December 31, 2014 respectively, we held available-for-sale marketable securities with an aggregate fair value of $108,127 and $1,006,230 respectively.  As of September 30, 2015, 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 (loss) income for the three months ended September 30, 2015 and 2014 in the amounts of ($19,149) and ($129,174), respectively and for the nine months ended September 30, 2015 and 2014 in the amounts of ($443,423) and ($311,015), respectively.

The Company's assets measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820 at September 30, 2015 and December 31, 2014, were as follows:
 
- 6 -



 
WestMountain Company.
Notes to Consolidated Financial Statements
(Unaudited)


Assets and Liabilities Measured at Fair Value on a Recurring Basis as of September 30, 2015
 
 
Quoted Prices in
Significant
 
   
 
Active Markets for
Other
Significant
 
 
Identical Assets and
Observable
Unobservable
Balance as of
 
Liabilities
Inputs
Inputs
September 30,
Description
(Level 1)
(Level 2)
(Level 3)
2015
Assets:
 
 
 
       
Available-for-sale
 
 
 
       
  marketable securities
 $108,127
 $              -
 $              -
$108,127

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

 
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)
2014
Assets:
 
 
 
       
Available-for-sale
 
 
 
       
  marketable securities
 $1,006,230
 $                   -
 $                   -
 $1,006,230
 
 
(2)    Investments
 
Investments in Available for Sale Marketable Securities

The Company's investments in available for sale marketable securities as of September 30, 2015 and December 31, 2014 are summarized below.
 
 
   
As of September 30, 2015
 
 
       
Accumulated
 
 
   
Share
 
Market/Cost
 
Unrealized
 
Company Name
Shares
 
Cost
 
Price
 
Value
 
Gain/(Loss)
 
 
         
 
         
  Hangover Joe's Holding Corporation
   
868,463
     
99,750
     
0.0023
     
1,997
     
(97,753
)
  Silver Verde May Mining Co., Inc.
   
246,294
     
46,488
     
0.1700
   
$
41,870
     
(4,618
)
  WestMountain Gold, Inc.
   
918,000
     
918
     
0.0700
   
$
64,260
     
63,342
 
Totals
   
2,032,757
   
$
147,156
           
$
108,127
   
$
(39,029
)
 
                 
 
 
- 7 -

 
 
 
WestMountain Company.
Notes to Consolidated Financial Statements
(Unaudited)
 
 
 
               
As of December 31, 2014
 
 
                               
Accumulated
 
 
               
Share
 
Market/Cost
 
Unrealized
 
Company Name
Shares
 
Cost
 
Price
 
Value
 
Gain/(Loss)
 
 
                                       
  Omni Bio Pharmaceutical, Inc.
   
1,707,107
   
$
193,635
   
$
0.3695
   
$
630,776
   
$
437,141
 
  Hangover Joe's Holding Corporation
   
868,463
     
99,750
     
0.0028
     
2,432
     
(97,318
)
  Silver Verde May Mining Co., Inc
   
246,294
     
46,488
     
0.2100
     
51,722
     
5,234
 
  WestMountain Gold, Inc.
   
918,000
     
918
     
0.3500
     
321,300
     
320,382
 
Totals
   
3,739,864
   
$
340,791
           
$
1,006,230
   
$
665,439
 
 
On May 7, 2015 Omni Bio Pharmaceutical, Inc. filed a Form 8K announcing it has been unsuccessful in its fundraising and partnering/licensing efforts and does not anticipate being able to raise sufficient capital to continue operations. Consequently, the Board of Directors of Omni Bio approved an orderly wind down, including negotiations with its senior secured creditor, Bohemian Investments, LLC. During the nine months ended September 30, 2015, the Company's investment in Omni Bio Pharmaceutical, Inc. was determined to have other than temporary decline in value. The investment was fully impaired resulting in a loss on impairment of available for sale marketable securities of $193,634.

Investments in Nonmarketable Securities

The Company's investments in nonmarketable securities accounted for under the cost method as of September 30, 2015 and December 31, 2014 are summarized below.
 
 
 
September 30, 2015
 
December 31, 2014 
 
 
       
Market/Cost
       
Market/Cost
 
Company Name
Shares
 
Units
     
Value
 
Shares
 
Units
   
Value
 
 
                 
Nonmarketable Securities:
                 
  SKRP 16, Inc.
   
200,000
  -        
$
30,000
     
200,000
  -      
$
30,000
 
  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
 
  WestMountain Distressed Debt, Inc.
   
80,000
     
-
         
-
     
80,000
     
-
       
-
 
Totals Shares or Units
   
1,925,000
     
1,645,000
       
$
31,645
     
1,925,000
     
1,645,000
     
$
31,645
 
 
 
(3) Stockholders Equity
 

Common Stock
 
There were 9,517,402 shares of common stock outstanding as of September 30, 2015 and December 31, 2014. 

No common shares were issued or cancelled during the three and nine months ended September 30, 2015.
 


- 8 -



 
WestMountain Company.
Notes to Consolidated Financial Statements
(Unaudited)

 
 
Stock options
The following table presents the activity for common stock options during the nine months ended September 30, 2015:
 
 
 
Weighted
 
 
 
Average
 
  
Options
 
Exercise
Price
 
 
   
Outstanding - December 31, 2014
   
200,000
   
$
0.27
 
Granted
   
-
     
-
 
Forfeited/canceled/expired
   
(200,000
   
-
 
Exercised
   
-
     
-
 
Outstanding - September 30, 2015
   
-
   
$
-
 

All outstanding options expired during the nine months ended September 30, 2015.

The following table presents the composition of options outstanding and exercisable as of September 30, 2015 and December 31, 2014. The exercisable options have an intrinsic value of $-0- and $96,000 as of September 30, 2015 and December 31, 2014.
 
As of September 30, 2015:
 
 
 
 
 
 
 
 
 
 
 
Options Outstanding
 
Options Exercisable
 
Range of Exercise Prices
 
Number
 
Life
 
Number
 
Price
 
-
 
-
 
0.0
 
-
 
-
 
 
 
 
 
 
 
 
 
 
 
As of December 31, 2014:
 
 
 
 
 
 
 
 
 
 
 
Options Outstanding
 
Options Exercisable
 
Range of Exercise Prices
 
Number
 
Life
 
Number
 
Price
 
0.27
 
200,000
 
0.6
 
200,000
 
0.27
 
 
 
 

 

- 9 -

 
 
 
WestMountain Company.
Notes to Consolidated Financial Statements
(Unaudited)


(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 $-0- for the three months ending September 30, 2015 and 2014 and $-0- for the nine months ending September 30, 2015 and 2014, respectively. As of September 30, 2015 the Company had no balance due to Bohemian Companies, LLC.

For the three months ended September 30, 2015 and 2014, the Company recorded aggregate advisory/consulting revenue of $50,225 and $44,600, respectively. Of the $50,225 and $44,600 recorded in 2015 and 2014 respectively, $34,000 and $41,000 is related party revenue for services performed on behalf of Nexcore Group LP and Omni Bio Pharmaceutical Inc. For the nine months ended September 30, 2015 and 2014, the Company recorded aggregate advisory/consulting revenue of $154,439 and $139,800, respectively. Of the $154,439 and $139,800 recorded in 2015 and 2014 respectively, $114,000 and $117,000 is related party revenue for services performed on behalf of Nexcore Group LP, Omni Bio Pharmaceutical Inc., WestMountain Gold, Inc., and Bohemian Asset Management, Inc. The Company, Nexcore, Omni Bio Pharmaceutical, Inc. and WestMountain Gold, Inc. are under common principal ownership. As of September 30, 2015 and December 31, 2014, the Company had $-0- and $41,125, respectively, of accounts receivable from related parties. 
  
In 2014, the Board of Directors of NexCore Healthcare Capital Corp. authorized a $0.0675 per unit cash distribution to shareholders of record on December 1, 2014. In December 2014, the Company deposited a check in the amount of $111,038. In addition, the Board of Directors of NexCore Healthcare Capital Corp authorized a $0.025 per share cash dividend to shareholders of record on December 1, 2014. The Company received and deposited a check in the amount of $41,125 in January 2015. This amount was recorded as a dividend and related accounts receivable as of December 31, 2014.  The distribution was received in January, 2015.
 
On October 17, 2014, we entered into a Promissory Note Agreement with WestMountain Distressed Debt, Inc., a related party, in the amount of $25,000. The note bears an interest rate of 18% per annum until paid in full. Repayment of the loan was due on or before April 16, 2015. On April 18, 2015, we entered into a new Promissory Note Agreement for the total principal and interest due on the original note as of April 18, 2015. The new principal amount was $27,256. The new note carried an interest rate of 18% per annum until paid in full. Repayment of the loan was due on or before October 18, 2015. As of September 30, 2015, principal and interest due on this note was $29,487. On October 18, 2015 we entered into a new Promissory Note Agreement for the total principal and interest due on the extension as of October 18, 2015. The new principal amount is $29,729. The new note carries an interest rate of 18% per annum until paid in full. Repayment of the loan is due on or before April 18, 2016.
 
On January 27, 2015, we entered into a Promissory Note Agreement with WestMountain Distressed Debt, Inc., a related party, in the amount of $25,000. The note bears an interest rate of 18% per annum until paid in full. Repayment of the loan was due on or before July 27, 2015. On July 27, 2015, we entered into a new Promissory Note Agreement for the total principal and interest due on the original note as of July 27, 2015. The new principal amount is $27,244. The new note carries an interest rate of 18% per annum until paid in full. Repayment of the loan is due on or before January 27, 2016. As of September 30, 2015, principal and interest due on this note is $28,117.

On May 4, 2015, we entered into an additional Promissory Note Agreement with WestMountain Distressed Debt, Inc., a related party, in the amount of $10,000. The note bears an interest rate of 18% per annum until paid in full. Repayment of the loan was due on or before November 4, 2015. As of September 30, 2015, principal and interest due on this note was $10,740. On November 4, 2015 we entered into a new Promissory Note Agreement for the total principal and interest due on the original note as of November 4, 2015. The new principal amount is $10,740. The new note carries an interest rate of 18% per annum until paid in full. Repayment of the loan is due on or before May 4, 2016.
 

- 10 -

 
 

 
 
WestMountain Company.
Notes to Consolidated Financial Statements
(Unaudited)
 

As of September 30, 2015 and December 31, 2014, the following is a summary of related party notes receivable.
 
As of September 30, 2015
     
Note
 
 Due
Principal
 
Interest
 
Total
 
Date
Date
Due
 
Due
 
Due
 
 
 
     
April 18, 2015
April 18, 2016
 
$
27,256
   
$
2,231
   
$
29,487
 
July 27, 2015
January 27, 2016
   
27,244
     
873
     
28,117
 
May 4, 2015
May 4, 2016
   
10,000
     
740
     
10,740
 
TOTAL DUE
 
 
$
64,500
   
$
3,844
   
$
68,344
 
 
 
                       
As of December 31, 2014
                       
Note
 
 Due
Principal
 
Interest
 
Total
 
Date
Date
Due
 
Due
 
Due
 
 
 
                       
October 17, 2014
April 17, 2015
 
$
25,000
   
$
937
   
$
25,937
 
TOTAL DUE
 
 
$
25,000
   
$
937
   
$
25,937
 
 
 
As of September 30, 2015 and December 31, 2014, the following investments in marketable and nonmarketable securities were held in related parties due to common principal ownership:
 
 
 
September 30, 2015
   
December 31, 2014
 
 
         
Market/Cost
           
Market/Cost
 
Company Name
 
Shares
   
Units
   
Value
   
Shares
   
Units
   
Value
 
Marketable Securities:
                       
 Hangover Joe's Holding Corporation    
868,463
     -      
1,997
     
868,463
       -    
2,432
 
  WestMountain Gold, Inc.
   
918,000
   
-
     
64,260
     
918,000
     
-
     
321,300
 
Total Shares or Units
   
1,786,463
   
-
   
$
66,257
     
1,786,463
     
-
   
$
323,732
 
 
                                             
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
 
  WestMountain Distressed Debt, Inc.
   
80,000
   
-
     
-
     
80,000
     
-
     
-
 
Totals Shares or Units
   
1,725,000
   
1,645,000
   
$
1,645
     
1,,725,000
     
1,645,000
   
$
1,645
 

On May 7, 2015 Omni Bio Pharmaceutical, Inc. filed a Form 8K announcing it has been unsuccessful in its fundraising and partnering/licensing efforts and does not anticipate being able to raise sufficient capital to continue operations. Consequently, the Board of Directors of Omni Bio approved an orderly wind down, including negotiations with its senior secured creditor, Bohemian Investments, LLC. During the nine months ended September 30, 2015, the Company's investment in Omni Bio Pharmaceutical, Inc. was determined to have other than temporary decline in value. The investment was fully impaired resulting in a loss on impairment of available for sale marketable securities of $193,634. As a result, we have deleted the company from our list of investments.
 
 
(5) Subsequent Event

On October 17, 2014, we entered into a Promissory Note Agreement with WestMountain Distressed Debt, Inc., a related party, in the amount of $25,000. The note bears an interest rate of 18% per annum until paid in full. Repayment of the loan was due on or before April 16, 2015. On April 18, 2015, we entered into a new Promissory Note Agreement for the total principal and interest due on the original note as of April 18, 2015. The new principal amount was $27,256. The new note carried an interest rate of 18% per annum until paid in full. Repayment of the loan was due on or before October 18, 2015. As of September 30, 2015, principal and interest due on this note was $29,487. On October 18, 2015 we entered into a new Promissory Note Agreement for the total principal and interest due on the extension as of October 18, 2015. The new principal amount is $29,729. The new note carries an interest rate of 18% per annum until paid in full. Repayment of the loan is due on or before April 18, 2016.

On May 4, 2015, we entered into a Promissory Note Agreement with WestMountain Distressed Debt, Inc., a related party, in the amount of $10,000. The note bears an interest rate of 18% per annum until paid in full. Repayment of the loan was due on or before November 4, 2015. As of September 30, 2015, principal and interest due on this note was $10,740.  On November 4, 2015 we entered into a new Promissory Note Agreement for the total principal and interest due on the original note as of November 4, 2015. The new principal amount is $10,740. The new note carries an interest rate of 18% per annum until paid in full. Repayment of the loan is due on or before May 4, 2016.
 
 
 
 
- 11 -





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

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

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

On January 1, 2008, we entered into a Service Agreement with Bohemian Companies, LLC to provide us with certain defined services. These services included 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 performed services on our behalf. This Service Agreement was terminated by mutual agreement of the parties on March 31, 2014. 

On February 26, 2014, we amended our Articles of Incorporation to change our name to WestMountain Company. No other changes were made to our Articles of Incorporation.

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 September 30, 2015 and 2014.

For the three months ended September 30, 2015 we had advisory/consulting revenues of $50,225 compared to $44,600 for the three months ended September 30, 2014.  This represents a 13% increase, or $5,625 over the two periods reported. Of the advisory/consulting fee revenue, $33,786 and $41,000, respectively, were from related parties. This represents a $7,214 decrease over the two periods or a 18% decrease.
 
- 12 -



 
 
 
Of all of the revenues for the third quarter ended September 30, 2015, 68% of our clients came from entities which were under common principal ownership with our majority shareholder. 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 $86,375 for the three months ended September 30, 2015, compared to $72,537 for the three months ended September 30, 2014.  The 19% cost increase, or $13,838, is related to contract services provided to the Company. 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 a net loss of $27,924 and $11,392 for the three months ended September 30, 2015 and 2014 respectively. The net loss increased 145% or $16,532 between the two periods. This increase was mainly due to the increase in administrative expenses and decrease tax benefits. Below is a table that summarizes the changes over the 3 months ended September 30, 2015 and 2014.

   
Three Months Ended
         
   
September 30,
   
Change
 
   
2015
   
2014
   
Dollar
   
Percent
 
Revenue
 
$
50,225
   
$
44,600
   
$
5,625
     
13
%
Operating expenses
   
86,375
     
72,537
     
13,838
     
19
%
Loss from operations
   
(36,150
)
   
(27,937
)
   
(8,213
)
   
29
%
Other income/(expense)
   
2,896
     
-
     
2,896
     
100
%
Loss before income taxes
   
(33,254
)
   
(27,937
)
   
(5,317
)
   
19
%
Income tax benefit
   
(5,330
)
   
(16,545
)
   
11,215
     
-68
%
Net loss
 
$
(27,924
)
 
$
(11,392
)
 
$
(16,532
)
   
145
%
 
The following discussion involves our results of operations for the nine months ended September 30, 2015 and 2014.

For the nine months ended September 30, 2015 we had advisory/consulting revenues of $154,439 compared to $139,800 for the nine months ended September 30, 2014.  This represents a 10% increase, or $14,639 over the two periods reported. Of the advisory/consulting fee revenue, $114,000 and $117,000, respectively, were from related parties. This represents a $3,000 decrease over the two periods or a 3% decrease.
 
Of all of the revenues for the nine months ended September 30, 2015, 74% of our clients came from entities which were under common principal ownership with our majority shareholder. 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 $244,570 for the nine months ended September 30, 2015, compared to $262,136 for the nine months ended September 30, 2014.  The 7% cost decrease, or $17,566, is related to contract services provided to the Company. 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.

 
 
 
 
- 13 -


 
 
We had a net loss of $177,475 and net income of $79,126 for the nine months ended September 30, 2015 and 2014 respectively. The net loss increased 324% or $256,601 between the two periods. The increase in loss was mainly due to the increase in revenue and operating expenses, and an increase in realized loss on available for sale marketable securities related to the investment write off of Omni Bio Pharmaceuticals.  Below is a table that summarizes the changes over the nine months ended September 30, 2015 and 2014.

   
Nine Months Ended
         
   
September 30,
   
Change
 
   
2015
   
2014
   
Dollar
   
Percent
 
Revenue
 
$
154,439
   
$
139,800
     
14,639
     
10
%
Operating expenses
   
244,570
     
262,136
     
(17,566
)
   
-7
%
Loss from operations
   
(90,131
)
   
(122,336
)
   
32,205
     
-26
%
Other income/(expense)
   
(180,717
)
   
176,420
     
(357,137
)
   
202
%
Income(Loss) before income taxes
   
(270,848
)
   
54,084
     
(324,932
)
   
-601
%
Income tax benefit
   
(93,373
)
   
(25,042
)
   
(68,331
)
   
273
%
Net income(Loss)
 
$
(177,475
)
 
$
79,126
     
(256,601
)
   
324
%

                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.

As of September 30, 2015, we hold nine investment positions. All the companies classified as marketable securities are publicly traded and listed on the OTC Bulletin Board. Those classified as nonmarketable are private companies or do not have an active market for their shares. The table below lists the investments and total shares owned by us as of September 30, 2015.
 
Company Name
 
Shares
 
 
Units
 
Marketable Securities:
 
 
 
 
 
 
 
 
 
 
 
 
-
 
  Hangover Joe's Holding Corporation
 
 
868,463
 
 
 
-
 
  Silver Verde May Mining Co., Inc.
 
 
246,294
 
 
 
-
 
  WestMountain Gold, Inc.
 
 
918,000
 
 
 
-
 
Total Shares or Units
 
 
2,032,757
 
 
 
-
 
 
 
 
 
 
 
 
 
 
Nonmarketable Securities:
 
 
 
 
 
 
 
 
  SKRP 16, Inc.
 
 
200,000
 
 
 
-
 
  Nexcore Real Estate LLC Class B Units
 
 
-
 
 
 
1,645,000
 
  Nexcore Real Estate LLC
 
 
1,645,000
 
 
 
-
 
  WestMountain Distressed Debt, Inc.
 
 
80,000
 
 
 
-
 
Total Shares or Units
 
 
1,925,000
 
 
 
1,645,000
 
   Total
 
 
3,957,757
 
 
 
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.
 
 
- 14 -

 
 
 
Our ninth position is with Omni Bio Pharmaceutical, Inc. On May 7, 2015 Omni Bio Pharmaceutical filed a Form 8K.  As a result, we have deleted the company from our list of investments.  This company has been unsuccessful in its fundraising and partnering/licensing efforts and does not anticipate being able to raise sufficient capital to continue operations. Consequently, the Board of Directors of Omni Bio approved an orderly wind down, including negotiations with its senior secured creditor, Bohemian Investments, LLC. We invested 1,707,107 shares for a cost of $193,635. As of September 30, 2015, we reclassified the cost of this investment as a loss on the income statement, net of any tax impact.
 
  On October 17, 2014, we entered into a Promissory Note Agreement with WestMountain Distressed Debt, Inc., a related party, in the amount of $25,000. The note bears an interest rate of 18% per annum until paid in full. Repayment of the loan was due on or before April 16, 2015. On April 18, 2015, we entered into a new Promissory Note Agreement for the total principal and interest due on the original note as of April 18, 2015. The new principal amount was $27,256. The new note carried an interest rate of 18% per annum until paid in full. Repayment of the loan was due on or before October 18, 2015. As of September 30, 2015, principal and interest due on this note was $29,487. On October 18, 2015 we entered into a new Promissory Note Agreement for the total principal and interest due on the extension as of October 18, 2015. The new principal amount is $29,729. The new note carries an interest rate of 18% per annum until paid in full. Repayment of the loan is due on or before April 18, 2016.
 
On January 27, 2015, we entered into a Promissory Note Agreement with WestMountain Distressed Debt, Inc., a related party, in the amount of $25,000. The note bears an interest rate of 18% per annum until paid in full. Repayment of the loan was due on or before July 27, 2015. On July 27, 2015, we entered into a new Promissory Note Agreement for the total principal and interest due on the original note as of July 27, 2015. The new principal amount is $27,244. The new note carries an interest rate of 18% per annum until paid in full. Repayment of the loan is due on or before January 27, 2016. As of September 30, 2015, principal and interest due on this note is $28,117.

On May 4, 2015, we entered into an additional Promissory Note Agreement with WestMountain Distressed Debt, Inc., a related party, in the amount of $10,000. The note bears an interest rate of 18% per annum until paid in full. Repayment of the loan was due on or before November 4, 2015. On November 4, 2015 we entered into a new Promissory Note Agreement for the total principal and interest due on the original note as of November 4, 2015. The new principal amount is $10,740. The new note carries an interest rate of 18% per annum until paid in full. Repayment of the loan is due on or before May 4, 2016.

Liquidity and Capital Resources

As of September 30, 2015, we had cash of $271,591.

Net cash used in operating activities were $129,701 for the nine months ended September 30, 2015, compared to net cash provided by operating activities of $358,741 for the nine months ended September 30, 2014.


As of September 30, 2015 and December 31, 2014, the Company had $-0- and $41,125, respectively, of accounts receivable from related parties. The amount due in 2014 represents distribution income due from Nexcore Real Estate LLC. The receivable was collected in January 2015. In addition, On May 7, 2015 Omni Bio Pharmaceutical filed a Form 8K. As a result, we have deleted the company from our list of investments.   This company has been unsuccessful in its fundraising and partnering/licensing efforts and does not anticipate being able to raise sufficient capital to continue operations.  Consequently, the Board of Directors of Omni Bio approved an orderly wind down, including negotiations with its senior secured creditor, Bohemian Investments, LLC. We invested 1,707,107 shares for a cost of $193,634. As of September 30, 2015, we reclassified the cost of this investment as a loss on the income statement, net of any tax impact.

Net cash used in investing activities was $44,119 for the nine months ended September 30, 2015, compared to net cash used in investing activities of $24,116 for the nine months ended September 30, 2014. In the first quarter of 2014, the Company converted its 866,000 warrants into shares, in the amount of $52.
 
 
- 15 -

 
 
 
 
The Company entered into three separate promissory notes with WestMountain Distressed Debt, Inc. Below is a summary of the promissory notes for the Balance Sheet periods represented.

As of September 30, 2015
           
Promissory Notes
 
 Due
 
Principal
   
Interest
   
Total
 
Date
Date
 
Due
   
Due
   
Due
 
 
 
 
   
   
 
April 18, 2015
April 18, 2016
 
$
27,256
   
$
2,231
   
$
29,487
 
July 27, 2015
January 27, 2016
   
27,244
     
873
     
28,117
 
May 4, 2015*
May 4, 2016
   
10,000
     
740
     
10,740
 
TOTAL DUE
   
$
64,500
   
$
3,844
   
$
68,344
 
                           
                           
                           
As of December 31, 2014
                       
Promissory Note
 
 Due
 
Principal
   
Interest
   
Total
 
Date
Date
 
Due
   
Due
   
Due
 
 
 
                       
October 17, 2014
April 17, 2015
 
$
25,000
   
$
937
   
$
25,937
 
TOTAL DUE
   
$
25,000
   
$
937
   
$
25,937
 
            
On October 17, 2014, we entered into a Promissory Note Agreement with WestMountain Distressed Debt, Inc., a related party, in the amount of $25,000. The note bears an interest rate of 18% per annum until paid in full. Repayment of the loan was due on or before April 16, 2015. On April 18, 2015, we entered into a new Promissory Note Agreement for the total principal and interest due on the original note as of April 18, 2015. The new principal amount was $27,256. The new note carried an interest rate of 18% per annum until paid in full. Repayment of the loan was due on or before October 18, 2015. As of September 30, 2015, principal and interest due on this note was $29,487. On October 18, 2015 we entered into a new Promissory Note Agreement for the total principal and interest due on the extension as of October 18, 2015. The new principal amount is $29,729. The new note carries an interest rate of 18% per annum until paid in full. Repayment of the loan is due on or before April 18, 2016.

On May 4, 2015, we entered into a Promissory Note Agreement with WestMountain Distressed Debt, Inc., a related party, in the amount of $10,000. The note bears an interest rate of 18% per annum until paid in full. Repayment of the loan was due on or before November 4, 2015. As of September 30, 2015, principal and interest due on this note was $10,740.  On November 4, 2015 we entered into a new Promissory Note Agreement for the total principal and interest due on the original note as of November 4, 2015. The new principal amount is $10,740. The new note carries an interest rate of 18% per annum until paid in full. Repayment of the loan is due on or before May 4, 2016.
 
Over the next twelve months we do not expect any material capital costs for our operations.

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

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

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

Critical Accounting Policies

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

None.


ITEM 4. CONTROLS AND PROCEDURES

Not applicable.


ITEM 4T. CONTROLS AND PROCEDURES
 

As of the end of the period covered by this report, based on an evaluation of our disclosure controls and procedures (as defined in Rules 13a -15(e) and 15(d)-15(e) under the Exchange Act), our Chief Executive Officer and Chief Financial Officer has concluded that our disclosure controls and procedures are not 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 due to the existence of material weaknesses.

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 most recent fiscal year and our most recent fiscal quarter. We may never be profitable again, 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 for our most recent fiscal year end, and we were not profitable in our most recent fiscal quarter. We cannot guarantee that we will be profitable again, and, as a result, we could go out of business.
 
 

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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 74% 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 74% of the revenues of our clients in the nine months ended September 30, 2015 came from entities which were under common principal ownership with our majority shareholder. This percentage represents an decrease of approximately 10% over the prior year's fiscal nine months. 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.
 
As of September 30, 2015, we had a cash position of $271,591. We anticipate that operating costs will be approximately $380,000 for the fiscal year ending December 31, 2015. 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.
 

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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.
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Of our total outstanding shares as of September 30, 2015, 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.
 
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Colorado law and our Articles of Incorporation protect our directors from certain types of lawsuits, which could make it difficult for us to recover damages from them in the event of a lawsuit.
 
Colorado law provides that our directors will not be liable to our company or to our stockholders for monetary damages for all but certain types of conduct as directors. Our Articles of Incorporation require us to indemnify our directors and officers against all damages incurred in connection with our business to the fullest extent provided or allowed by law. The exculpation provisions may have the effect of preventing stockholders from recovering damages against our directors caused by their negligence, poor judgment or other circumstances. The indemnification provisions may require our company to use our assets to defend our directors and officers against claims, including claims arising out of their negligence, poor judgment, or other circumstances.
 
We do not expect to pay dividends on common stock.
 
We have not paid any cash dividends with respect to our common stock, and it is unlikely that we will pay any dividends on our common stock in the foreseeable future. Earnings, if any, that we may realize will be retained in the business for further development and expansion.


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

None


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None


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

None

ITEM 5.  OTHER INFORMATION 


None
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ITEM 6.  EXHIBITS
 
 
Exhibit
Number
 
 
 
Description
 
 
 
3.1*
 
Articles of Incorporation
 
 
 
3.2*
 
Bylaws
     
3.3 ***
 
Amendment to Articles of Incorporation
 
 
 
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 Registration Statement, February 29, 2008
*** Previously filed under cover of Form 8K, February 27, 2014.
 
Reports on Form 8-K
 

No reports were filed under cover of Form 8-K for the fiscal quarter ended September 30, 2015.
 
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized November 12, 2015.
 
 
 
WEST MOUNTAIN COMPANY
a  Colorado corporation
 
 
 
 
 
 
By:   
/s/ Brian L. Klemsz
 
 
 
Brian L. Klemsz, President, Chief Executive Officer, Chief Financial Officer and Director (Principal Executive, Accounting and Financial Officer)
 
 
 
 
 
 
 
 
 
 
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