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EX-32.1 - WESTMOUNTAIN Cowasm_ex321.htm
EX-31.2 - WESTMOUNTAIN Coex31_2.htm
EX-31.1 - EX 31.1 - WESTMOUNTAIN Cowasm_ex311.htm

 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K

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

For the fiscal year ended   December 31, 2016

[] 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 Small Business Issuer as specified in its charter)

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

 
 
1001-A E. Harmony Road, #366
 
Fort Collins, Colorado
80525
(Address of principal executive offices)
(zip code)

(970) 223-4499
 (Registrant's telephone number, including area code)

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

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

Common Stock, $.001 per share par value

Indicate by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes []   No [X].

Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.
Yes [] No [X].

Indicate by check mark whether the registrant (1) has filed all Reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes: [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 [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K is contained in this form and no disclosure will be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K. [X]

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].

As of April 7, 2017, the Registrant had outstanding 9,517,402 common shares. State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter: approximately $319,113.
 
 
 


 


FORM 10-K

WestMountain Company

INDEX
 
 
 
PART I
Page
 
 
     Item 1. Business
4
 
 
     Item 1A. Risk Factors
6
 
 
     Item 2. Property
10
 
 
     Item 3. Legal Proceedings
10
 
 
     Item 4. Mine Safety Disclosures
10
 
 
PART II
 
 
 
     Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
10
 
 
     Item 6. Selected Financial Data
13
 
 
     Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
13
 
 
     Item 7A. Quantitative and Qualitative Disclosures About Market Risk
17
 
 
     Item 8. Financial Statements and Supplementary Data
F-1
 
 
     Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
18
 
 
      Item 9A. Controls and Procedures
18
 
 
      Item 9B. Other Information
19
      
 
PART III
 
 
 
     Item 10. Directors, Executive Officers and Corporate Governance
19
 
 
     Item 11. Executive Compensation
20
 
 
     Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
20
 
 
     Item 13. Certain Relationships and Related Transactions, and Director Independence
21
 
 
     Item 14. Principal Accountant Fees and Services
23
 
 
     Item 15. Exhibits Financial Statement Schedules
24
 
 
Financial Statements pages
F-1 TO F-19
 
 
Signatures
25

 
- 2 -

 

 
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.

Forward-Looking Statements

The following discussion contains forward-looking statements regarding us, our business, prospects and results of operations that are subject to certain risks and uncertainties posed by many factors and events that could cause our actual business, prospects and results of operations to differ materially from those that may be anticipated by such forward-looking statements. Factors that may affect such forward-looking statements include, without limitation: our ability to successfully develop new products and services for new markets; the impact of competition on our revenues, changes in law or regulatory requirements that adversely affect or preclude clients from using us for certain applications; delays our introduction of new products or services; and our failure to keep pace with our competitors.

When used in this discussion, words such as "believes", "anticipates", "expects", "intends" and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We undertake no obligation to revise any forward-looking statements in order to reflect events or circumstances that may subsequently arise. Readers are urged to carefully review and consider the various disclosures made by us in this report and other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect our business.

 
- 3 -


 
 
 
 
PART I
 
Item 1. DESCRIPTION OF BUSINESS.
 
Narrative Description of the Business 


We are a fee-based marketing, media and investor relations consultant to public and private companies. We may also invest in companies from time to time, including our clients, as a secondary activity.

We operate out of one office in Colorado. Currently, our principal business address is 1001-A E. Harmony Road, #366, Fort Collins, Colorado 80525. We have no specific plans at this point for additional offices.
 
Operations
 
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.

Approximately 88.7% of the revenues of our clients in fiscal year 2016 came from entities which were under common principal ownership with our majority shareholder. For the years ended December 31, 2016 and 2015, we recorded advisory/consulting revenue of $178,019 and $205,667 respectively. Of the $178,019 and $205,667 recorded advisory/consulting revenue in 2016 and 2015, $157,970 and $152,000 is related party revenue. This advisory/consulting fee revenue relates to services performed for Nexcore Group, LP, Peter Kloepfer, and Bohemian Asset Management, Inc. We and the related parties have common affiliates.

As of December 31, 2016 and 2015, the Company recorded $6,000 as accounts receivable related party on its consolidated balance sheet. In 2016 and 2015, one of the Company's investments declared a distribution of $322,726 and $274,715, respectively.

Our principal executive office is located at 1001-A E. Harmony Road, #366, Fort Collins, Colorado 80525.

Currently, we believe that we have sufficient capital to sustain our business operations past April 14, 2018. We were not profitable for the fiscal years ended December 31, 2016 and 2015 but were profitable for the fiscal year ended December 31, 2014. If we can sustain ongoing 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.
 
 
 
 
- 4 -

 



Markets

We believe that the primary reason that clients would work with us rather than competitors is the existing relationships that we can develop. We believe that client loyalty and satisfaction is the basis for success in this business. Therefore, we believe that we have developed and expanded on already existing relationships to develop a competitive edge. We utilize the expertise of our principal officer to develop our business.
Customers and Competition

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

             We have one full-time employee: Mr. Steve Anderson, our President. We also have a part-time employee, Ms. Joni Troska, our corporate Secretary. In addition, we reimburse our employees for all necessary and customary business related expenses.  We have no plans or agreements which provide health care, insurance or compensation on the event of termination of employment or change in our control.  We do not pay our Director for any Board meeting he attends.

Proprietary Information

We have a proprietary investment screening process to make our investments.  Otherwise, we own no proprietary information.

Government Regulation

We are not currently subject to any material government regulation. We do not expect government regulations to have any material impact on us.

Research and Development

We have never spent any amount in research and development activities.

Environmental Compliance

We believe that we are not subject to any material costs for compliance with any environmental laws.

 
 
 
 
- 5 -

 
 

How to Obtain our SEC Filings

We file annual, quarterly, and special reports, proxy statements, and other information with the Securities Exchange Commission (SEC). Reports, proxy statements and other information filed with the SEC can be inspected and copied at the public reference facilities of the SEC at 100 F Street N.E., Washington, DC 20549. Such material may also be accessed electronically by means of the SEC's website at www.sec.gov.

We also have a corporate website, www.westmountainam.com, on which we post our regulatory filings.

Our investor relations department can be contacted at our principal executive office located at 1001-A E. Harmony Road, #366, Fort Collins, Colorado 80525.  Our telephone number is (970) 223-4499.

Item 1A.  RISK FACTORS

You should carefully consider the risks and uncertainties described below and the other information in this document before deciding to invest in shares of our common stock.

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 limited operating history. While we were profitable for the fiscal year ended December 31, 2014, we were not profitable for the fiscal years ended December 31, 2016 and 2015, and prior to 2013.  If we never achieve sustained profitability, we could go out of business.

We were formed as a Colorado business entity in October, 2007. In the past, we have been profitable. While we were profitable for the fiscal year ended December 31, 2014, we were not profitable for the fiscal years ended December 31, 2016 and 2015 and prior to 2013. Currently, we believe that we have sufficient capital to sustain our business operations past April 14, 2018. We recognize that we must achieve ongoing profitability to be viable over the long term. If we never achieve sustained profitability, we could go out of business.

We currently rely upon clients under common principal control of our majority shareholder for approximately 88.7% 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 88.7% of the revenues of our clients in fiscal year 2016 came from entities which were under common principal ownership with our majority shareholder. This was up from 73.9% in 2015. 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.

Our lack of 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 sustaining profitability.

 
 
 
- 6 -

 
 

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

As of December 31, 2016 and 2015, we had a cash position of $685,128 and $579,971, respectively. We anticipate that operating costs will range between $300,000 and $400,000, for the fiscal year ending December 31, 2017. These operating costs include payroll, contract services, marketing costs, and all other costs of operations. We will use contract employees who will be paid on an hourly or monthly fee basis. However, the operating costs and expected revenue generation are difficult to predict. We expect to continue to generate revenues in the next twelve months from our fee-based marketing, media and investor relations consulting services. 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 a consistent profitable 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 public and private 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 or her entire investment.

 
- 7 -

 

 
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 January, 2009. We trade on the OTC Bulletin Board under the trading symbol WASM. 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 proposed business may involve 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 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. 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.
 
 
- 8 -

 
 


Of our total outstanding shares as of December 31, 2016, a total of 8,755,652, or approximately 91.99%, are restricted from immediate resale but are potentially available to be sold into the market under Rule 144. This could cause the market price of our common stock to drop significantly, even if our business is doing well.

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 is currently quoted on the Over-the-Counter Bulletin Board and 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 common 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 an active 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.
 
 
 
- 9 -

 


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. DESCRIPTION OF PROPERTY.

Our principal executive offices are located at 1001-A E. Harmony Road, #366, Fort Collins, Colorado 80525, and our telephone number is (970) 223-4499. We own no real estate nor have plans to acquire any real estate.


ITEM 3. LEGAL PROCEEDINGS.

We are not a party to any material legal proceedings, nor is our property the subject of any material legal proceeding.


ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable to smaller reporting companies.


PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Holders

As of December 31, 2016, there were fifty-seven record holders of our common stock and there were 9,517,402 shares of our common stock outstanding.
 
 
 
- 10 -

 
 


Market Information

A limited public market currently exists for shares of our common stock. We began trading on the Over-the-Counter Bulletin Board under the trading symbol WASM in January, 2009. The following table sets forth the high and low closing bid prices of our common stock on for the period indicated in 2016 and 2015.

 
Closing Bid Price
 
 
High
 
Low
 
2016
       
First Quarter
 
$
0.35
   
$
0.35
 
Second Quarter
 
$
5.00
   
$
.35
 
Third Quarter
 
$
0.35
   
$
0.35
 
Fourth Quarter
 
$
0.35
   
$
0.35
 


 
Closing Bid Price
 
 
High
 
Low
 
2015
       
First Quarter
 
$
0.55
   
$
0.55
 
Second Quarter
 
$
0.55
   
$
0.40
 
Third Quarter
 
$
0.40
   
$
0.40
 
Fourth Quarter
 
$
0.40
   
$
0.35
 

The last date that our common stock was traded was on September 16, 2016. On that date, the most recent date that the stock traded, the closing bid price of our common stock in the OTC Bulletin Board was $0.35 per share, volume was 416 shares, and the number of shares issued and outstanding was 9,517,402.

The Securities Enforcement and Penny Stock Reform Act of 1990

The Securities and Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

A purchaser is purchasing penny stock, which limits the ability to sell the stock. Our shares constitute penny stock under the Securities and Exchange Act. The shares will remain penny stock for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.
 
 
- 11 -

 
 
The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the Commission, which:
 
 
contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
 
 
 
 
contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of the Securities Act of 1934, as amended;
 
 
 
 
contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and the significance of the spread between the bid and ask price;
 
 
 
 
contains a toll-free telephone number for inquiries on disciplinary actions;
 
 
 
 
defines significant terms in the disclosure document or in the conduct of trading penny stocks; and
 
 
 
 
contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation;
 
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer:
 
 
 
 
the bid and offer quotations for the penny stock;
 
 
 
 
the compensation of the broker-dealer and its salesperson in the transaction;
 
 
 
 
the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
 
 
 
 
monthly account statements showing the market value of each penny stock held in the customer's account.
 
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling their securities.

Equity Compensation Plan Information

On August 15, 2011, the Company approved an employee compensation plan and granted a total of 200,000 common stock options to our employees. All of the options have expired as of December 31, 2015. The Equity Compensation Plan currently has no options outstanding.

 
 
- 12 -

 

Stock Transfer Agent

The stock transfer agent for our securities is Corporate Stock Transfer of Denver, Colorado.  Their address is 3200 Cherry Creek Drive South, Suite 430, Denver, Colorado 80209. Their phone number is (303) 282-4800.
 
Dividend Policy
 
We have not previously declared or paid any dividends on our common stock and do not anticipate declaring any dividends in the foreseeable future. The payment of dividends on our common stock is within the discretion of our board of directors. We intend to retain any earnings for use in our operations and the expansion of our business. Payment of dividends in the future will depend on our future earnings, future capital needs and our operating and financial condition, among other factors that our board of directors may deem relevant. We are not under any contractual restriction as to our present or future ability to pay dividends.

 
ITEM 6. SELECTED FINANCIAL DATA

A smaller reporting company is not required to provide the information in this Item.


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management's Discussion and Analysis or Plan of Operation contains forward-looking statements that involve future events, our future performance and our expected future operations and actions. In some cases, you can identify forward-looking statements by the use of words such as "may", "will", "should", "anticipate", "believe", "expect", "plan", "future", "intend", "could", "estimate", "predict", "hope", "potential", "continue", or the negative of these terms or other similar expressions. These forward-looking statements are only our predictions and involve numerous assumptions, risks and uncertainties. Our actual results or actions may differ materially from these forward-looking statements for many reasons, including, but not limited to, the matters discussed in this report under the caption "Risk Factors". We urge you not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update any forward looking-statements, whether as a result of new information, future events or otherwise.

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes included in this report.
 
Results of Operations

For the fiscal year ended December 31, 2016 we had revenue of $178,019. In comparison for the fiscal year ended December 31, 2015 we had revenue of $205,667.  In 2016, we recorded consulting fees of $178,019, of which $157,970 were from a related party. We recorded consulting fees of $205,667 in the fiscal year ended December 31, 2015, of which $152,000 were from a related party.

Operating expenses were $328,372 and $395,416, respectively for the years ended December 31, 2016 and 2015. Of the $328,372 in 2016, $294,377 was mostly related to payroll and outside services. Of the $395,416 in 2015, $292,399 was mostly related to payroll and contract services.  The remaining was a $60,937 write-off of related party notes receivable.   
For the year ended December 31, 2016 we recorded a net loss of $151,969. In comparison, for the year ended December 31, 2015 we recorded a net loss of $91,486, an increase in net loss of $60,483 over the two years presented. This increase came from a $27,648 decrease in revenue that was associated with services that were exchanged for Class C units of RavenBrick; decrease in the write off of notes receivable of $60,937 that was associated with the WestMountain Distressed Debt, Inc. past due notes; increase in distribution income from Nexcore Companies LLC of $42,501; increase of $60,000 in the impairment of nonmarketable securities that consisted of $30,000 investment in RavenBrick and $30,000 investment in Arogenne; and a decrease of impairment of marketable securities of $46,532. The decrease of the impairment of marketable securities consisted of $99,750 in Hangover Joes, $46,488 in Silver Verde and $918 in WestMountain Gold in 2016, offset by the impairment of the Company's investment in Omni Bio Pharmaceutical, Inc. of $193,634. The Company's tax expense (benefit) for the years ended December 31, 2016 and 2015 was $121,726 and (11,672), respectively, for an increase in tax expense of $133,398. The Company's tax expense increased due to the increase in distribution income in 2016 and the deferment of the impairments on a tax basis versus book basis. A summary of the comparison is below.
 
 
 
- 13 -

 

 
   
For the years ended December 31,
 
Category
 
2016
   
2015
   
Variance
 
Revenue
 
$
178,019
   
$
205,667
   
$
(27,648
)
Selling, general and administrative expenses
   
328,372
     
334,479
     
6,107
 
Write-off of note receivable, related party
   
-
     
60,937
     
60,937
 
Other income, net
   
4,486
     
-
     
4,486
 
Distribution income on nonmarketable securities
   
322,726
     
280,225
     
42,501
 
Loss on impairment of nonmarketable securities
   
60,000
     
-
     
(60,000
)
Loss on impairment of available for sale marketable securities
   
147,102
     
193,634
     
46,532
 
Income tax expense (benefit)
   
121,726
     
(11,672
)
   
(133,398
)
Net loss
 
$
(151,969
)
 
$
(91,486
)
 
$
(60,483
)

 
During February 2016, the Company paid $30,000 for 6.98 of RavenBrick Class C unit shares. RavenBrick was an existing customer to whom we provide advisory services. These services consisted of, but were not limited to, developing public recognition of their business plans and strategic goals, and engaging in website development and media production. During the second quarter ended June 30, 2016, the Company exchanged advisory services for an additional 3.72 of RavenBrick Class C unit shares recognized at no value.

In 2016, the Company wrote off three of its marketable securities and two of its nonmarketable securities. As of December 31, 2016, we hold one nonmarketable security, Nexcore Companies LLC with 1,645,000 units. An investment summary as of December 31, 2016 and December 31, 2015 is as follows:
 
   
December 31, 2016
   
December 31, 2015
 
Company Name
 
Shares
   
Fair Value
   
Shares
   
Units
   
Fair Value
 
Marketable Securities:
                             
  Hangover Joe's Holding Corporation
 
868,463
     
-
     
868,463
     
-
   
99,750
 
  Silver Verde May Mining Co., Inc.
   
246,294
     
-
     
246,294
     
-
     
46,488
 
  WestMountain Gold, Inc.
   
918,000
     
-
     
918,000
     
-
     
918
 
Total Shares or Units
   
2,032,757
   
$
-
     
2,032,757
     
-
   
$
147,156
 

   
December 31, 2016
   
December 31, 2015
 
Company Name
 
Shares
   
Cost
   
Shares
   
Units
   
Cost
 
Nonmarketable Securities:
                             
  SKRP 16, Inc.
   
200,000
   
$
-
     
200,000
     
-
   
$
30,000
 
  Nexcore Companies LLC (Common Units)
   
-
     
1,645
     
-
     
1,645,000
     
1,645
 
  WestMountain Distressed Debt, Inc.
   
80,000
     
-
     
80,000
     
-
     
-
 
  RavenBrick (Class C Units)
   
-
     
-
     
-
     
-
     
-
 
Total Shares or Units
   
280,000
   
$
1,645
     
280,000
     
1,645,000
   
$
31,645
 
                                         
                                         
   Total
   
2,312,757
   
$
1,645
     
2,312,757
     
1,645,000
   
$
178,801
 
 
Liquidity and Capital Resources.

As of December 31, 2016 and 2015, we had cash or cash equivalents of $685,128 and $579,971, respectively.

Net cash provided by operating activities was $138,590 for the fiscal year ended December 31, 2016. This amount was related to non-cash expenses of $306,506, offset by a net loss of $151,969. Non-cash expenses were mainly made up of the loss on impairment of non-marketable securities of $60,000, loss on impairment of available for sale marketable securities of $147,102, and deferred income tax of $95,062. Operating assets and operating liabilities decreased by $15,947. Net cash provided by operating activities were $171,272 for the fiscal year ended December 31, 2015. This amount was related to non-cash expenses of $300,213, offset by a net loss of $91,486. Non-cash expenses were mainly made up of the loss on impairment of available for sale marketable securities of $193,634, offset by the deferred income tax benefit of $43,584 and write-off of note receivable, related party of $60,937. Operating assets and operating liabilities decreased by $37,455. This decrease was mainly related to the income tax receivable of $88,535 and accounts receivable, related parties of $35,125.

Net cash used in investing activities was $33,433 for the fiscal year ended December 31, 2016, compared to $36,712 for the fiscal year ended December 31, 2015. The Company invested $30,000 in a non-public company, along with the purchase of equipment and disposal of $3,433. In 2015, we entered into Promissory Note Agreements with WestMountain Distressed Debt, Inc., a related party, in the amount of $35,000 and purchased equipment of $1,712.

For the fiscal years ended December 31, 2016 and 2015 net cash flows provided by financing activities were $-0-.  

Over the next twelve months we do not expect any material or capital costs to develop operations.
 
 
 
- 14 -

 

 

On December 19, 2016, the Board of Directors of NexCore Companies, LLC, authorized a $0.21 per unit cash distribution for 2016. The Company received a wire on December 29, 2016 in the amount of $322,726.

In addition, on November 4, 2015, the Board of Directors of NexCore Companies LLC, authorized a $0.167 per unit cash distribution payable to unit holders of record as of December 15, 2015. On December 18, 2015, we deposited a check in the amount of $274,715 as a result of that distribution.

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.
 
 
 
- 15 -

 

 
Fair Value Measurements
 
ASC 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. ASC 820 also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs as follows:
 
 
 
Level 1:
 
Quoted prices in active markets for identical assets or liabilities;
 
 
 
Level 2:
 
Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability; or
 
 
 
Level 3:
 
Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions.
 
The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Revenue Recognition

We act primarily as a fee-based marketing and media consultant to public companies. 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.

The Company recognizes revenue for its services generally when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable and collectability is reasonably assured.

In the general course of business, we receive stock-based compensation for our services. In many cases, the underlying stock is thinly traded and determining the value of revenue requires substantial judgment. If the underlying stock is traded in an active market, the value used to record revenue is based on the quoted market value of the stock. If there is not an active market, then the value is determined using other inputs.

Recently Issued Accounting Pronouncements

On August 27, 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern, which is intended to define management's responsibility to evaluate whether there is substantial doubt about the Company's ability to continue as a going concern and to provide related footnote disclosures. This standard is effective for the Company for the year ending on December 31, 2016. The adoption of ASU No. 2014-15 did not have an impact on our financial statements.

 In November 2015, the FASB issued ASU 2015-17, "Balance Sheet Classification of Deferred Taxes." This update requires an entity to classify deferred tax liabilities and assets as non-current within a classified statement of financial position. ASU 2015-17 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2016. This update may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. Early application is permitted as of the beginning of the interim or annual reporting period. We adopted ASU 2015-17 on a prospective basis as of December 31, 2015. The adoption of ASU 2015-17 did not have an impact on our financial statements.
 
- 16 -

 

 


In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes previous revenue recognition guidance. This standard introduces a new five-step revenue recognition model in which an entity should recognize revenue. The new standard requires that a company recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration the company expects to receive in exchange for those goods or services. Companies will need to use more judgment and estimates than under the guidance currently in effect, including estimating the amount of variable revenue to recognize over each identified performance obligation. Additional disclosures will be required to help users of financial statements understand the nature, amount and timing of revenue and cash flows arising from contracts. This standard will become effective for WestMountain Alternative Energy, Inc. beginning with the first quarter 2018 and can be adopted either retrospectively to each prior reporting period presented or as a cumulative effect adjustment as of the date of adoption.

In February 2015, the FASB issued ASU No. 2015-02, "Consolidation (Topic 810): Amendments to the Consolidation Analysis (ASU 2015-02) is intended to improve targeted areas of consolidation guidance for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. This ASU simplifies consolidation accounting by reducing the number of consolidation models and improves current GAAP by (1) placing more emphasis on risk of loss when determining a controlling financial interest; (2) reducing the frequency of the application of related-party guidance when determining a controlling financial interest in a VIE; and (3) changing consolidation conclusions for public and private companies in several industries that typically make use of limited partnerships or VIEs. Entities can transition to the standard either retrospectively or as a cumulative effect adjustment as of the date of adoption. The Company adopted the amendments of ASU 2015-02, effective December 31, 2016. The adoption did not have an impact on our consolidated financial statements.
 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

A smaller reporting company is not required to provide the information in this Item.
 
 
 
- 17 -

 
 
 
 
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.


TABLE OF CONTENTS
 
   
Page
 
       
Reports of Independent Registered Public Accounting Firms
   
  F - 2
 
         
Consolidated Balance Sheets at December 31, 2016 and 2015
   
  F - 4
 
         
Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years
   ended December 31, 2016 and  December 31, 2015
   
  F - 5
 
         
Consolidated Statement of Shareholders' Equity for the Years ended December 31, 2016 and December 31, 2015
   
  F - 6
 
         
Consolidated Statements of Cash Flows for the Years ended December 31, 2016 and  December 31, 2015
   
  F - 7
 
         
Notes to Consolidated Financial Statements
   
   F - 8
 
         
 

 
 
 
 
F-1

 
 



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Shareholders
WestMountain Company
Fort Collins, Colorado


We have audited the accompanying consolidated balance sheet of WestMountain Company and subsidiaries (the "Company") as of December 31, 2016, and the related consolidated statements of operations and comprehensive income (loss), statement of shareholders' equity, and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
  
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of WestMountain Company and subsidiaries as of December 31, 2016, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.


/s/   EKS&H LLLP
 
April 17, 2017
Denver, Colorado









 
 
 
 
F-2

 


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Shareholders
WestMountain Company
Fort Collins, Colorado

We have audited the accompanying consolidated balance sheet of WestMountain Company and its subsidiaries (collectively, the "Company") as of December 31, 2015, and the related consolidated statement of operations and comprehensive income (loss), changes in shareholders' equity, and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of WestMountain Company and its subsidiaries as of December 31, 2015, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

/s/MaloneBailey, LLP

www.malonebailey.com
Houston, Texas
April 13, 2016




F-3

 
 
 
 
WestMountain Company
 
Consolidated Balance Sheets
 
             
   
December 31,
   
December 31,
 
   
2016
   
2015
 
                                  Assets
           
             
Current Assets:
           
  Cash
 
$
685,128
   
$
579,971
 
  Investments in marketable securities
   
-
     
117,022
 
  Accounts receivable, related party
   
6,000
     
6,000
 
  Accounts receivable
   
-
     
16,435
 
  Income tax receivable
   
40,501
     
19,873
 
  Prepaid expenses
   
4,563
     
2,308
 
  Deferred tax asset, net
   
-
     
106,208
 
      Total current assets
   
736,192
     
847,817
 
                 
Property and equipment, net of accumulated depreciation of
   
4,918
     
5,827
 
  $4,687 and $11,531, respectively
               
Investments in nonmarketable securities, at cost
   
1,645
     
31,645
 
      Total assets
 
$
742,755
   
$
885,289
 
                 
Liabilities and Shareholders' Equity
               
Current Liabilities:
               
  Accounts payable and accrued liabilities
 
$
40,385
   
$
44,133
 
  Accounts payable and accrued liabilities, related parties
   
-
     
5,751
 
      Total current liabilities
   
40,385
     
49,884
 
      Total liabilities
   
40,385
     
49,884
 
                 
Commitments and Contingencies (Note 5) 
               
                 
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 (deficit)
   
(234,503
)
   
(82,534
)
  Other comprehensive income (loss), net
   
-
     
(18,934
)
      Total shareholders' equity
   
702,370
     
835,405
 
Total liabilities and shareholders' equity
 
$
742,755
   
$
885,289
 
 
 
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
F-4

 
 
WestMountain Company
 
Consolidated Statements of Operations and Comprehensive Income (Loss)
 
             
   
Years Ended
 
   
December 31,
 
   
2016
   
2015
 
             
Revenue:
           
   Advisory/consulting fees, related parties
 
$
157,970
   
$
152,000
 
   Advisory/consulting fees
   
20,049
     
53,667
 
Total revenue
   
178,019
     
205,667
 
                 
Operating expenses:
               
   Selling, general and administrative expenses
   
328,372
     
334,479
 
   Write-off of note receivable, related party
   
-
     
60,937
 
Total operating expenses
   
328,372
     
395,416
 
                 
Loss from operations
   
(150,353
)
   
(189,749
)
                 
Other income (expense)
               
   Interest expense
   
(76
)
   
-
 
   Other income
   
4,562
     
-
 
   Distribution income on nonmarketable securities
   
322,726
     
280,225
 
   Impairment loss on nonmarketable marketable securities
   
(60,000
)
   
-
 
   Impairment loss on available-for-sale marketable securities
   
(147,102
)
   
(193,634
)
Total other income
   
120,110
     
86,591
 
                 
Net (loss) before income taxes
   
(30,243
)
   
(103,158
)
                 
   Income tax expense (benefit)
   
121,726
     
(11,672
)
Net (loss)
 
$
(151,969
)
 
$
(91,486
)
                 
Other comprehensive (loss)
               
Realized and unrealized gain (loss) on investments in marketable equity securities, net of tax
   
18,934
     
(437,824
)
Comprehensive (loss)
 
$
(133,035
)
 
$
(529,310
)
                 
Basic and Diluted net (loss) per share
 
$
(0.02
)
 
$
(0.01
)
Basic and Diluted weighted average common shares outstanding
   
9,517,402
     
9,517,402
 
 
 
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
F-5

 
 
.
 
WestMountain Company
 
Consolidated Statement of Shareholders' Equity
 
Years Ended December 31, 2016 and 2015
 
                                 
                         
Accumulated
     
 
Preferred Stock
 
Common Stock
 
Additional
 
Accumulated
 
Other
     
     
Par
     
Par
 
Paid-in
 
(Deficit)
 
Comprehensive
     
 
Shares
 
Value
 
Shares
 
Value
 
Capital
 
Earnings
 
Income (Loss)
 
Total
 
Balance at December 31, 2014
   
-
   
$
-
     
9,517,402
   
$
9,518
   
$
927,355
   
$
8,952
   
$
418,890
   
$
1,364,715
 
                                                                 
Unrealized loss on investments
    -       -       -       -       -       -      
(437,824
)
   
(437,824
)
                                                                 
Net loss
   
-
     
-
     
-
     
-
     
-
     
(91,486
)
   
-
     
(91,486
)
                                                                 
Balance at December 31, 2015
   
-
   
$
-
     
9,517,402
   
$
9,518
   
$
927,355
   
$
(82,534
)
 
$
(18,934
)
 
$
835,405
 
                                                                 
Realized gain on investments
     -        -       -       -       -       -      
18,934
     
18,934
 
                                                                 
Net loss
   
-
     
-
     
-
     
-
     
-
     
(151,969
)
     -      
(151,969
)
                                                                 
Balance at December 31, 2016
   
-
   
$
-
     
9,517,402
   
$
9,518
   
$
927,355
   
$
(234,503
)
 
$
-
   
$
702,370
 
 

 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
 
F-6

 
 
WestMountain Company
 
Consolidated Statements of Cash Flows
 
             
   
Years Ended
 
   
December 31,
 
   
2016
   
2015
 
Cash flows from operating activities:
           
Net loss
 
$
(151,969
)
 
$
(91,486
)
Adjustments to reconcile net (loss) to net cash provided by
  operating activities:
               
  Depreciation
   
2,630
     
2,058
 
  Loss on disposal of property and equipment
   
1,712
     
-
 
  Impairment loss on nonmarketable securities
   
60,000
     
-
 
  Impairment loss on available-for-sale marketable securities
   
147,102
     
193,634
 
  Deferred income tax expense
   
95,062
     
43,584
 
  Write-off of note receivable, related party
   
-
     
60,937
 
    Changes in operating assets and operating liabilities:
               
      Prepaid expenses and other current assets
   
(2,255
)
   
7,499
 
      Accounts receivable
   
16,435
     
(4,135
)
      Accounts receivable, related parties
   
-
     
35,125
 
      Accounts payable and accrued liabilities
   
(3,748
)
   
6,840
 
      Accounts payable, related parties
   
(5,751
)
   
5,751
 
      Income tax receivable
   
(20,628
)
   
(88,535
)
        Net cash provided by operating activities
   
138,590
     
171,272
 
                 
Cash flows from investing activities:
               
      Purchases of equipment
   
(3,433
)
   
(1,712
)
      Loan to related party
   
-
     
(35,000
)
      Purchases of nonmarketable security
   
(30,000
)
   
-
 
        Net cash (used in) investing activities
   
(33,433
)
   
(36,712
)
                 
Net change in cash and cash equivalents
   
105,157
     
134,560
 
Cash and cash equivalents, beginning of period
   
579,971
     
445,411
 
Cash and cash equivalents, end of period
 
$
685,128
   
$
579,971
 
                 
Supplemental disclosure of cash flow information:
               
   Cash paid during the period for:
               
     Income taxes
 
$
71,020
   
$
62,650
 
     Interest
   
-
     
-
 
                 
Non cash investing and financing activities
               
  Purchase of nonmarketable security investment shares in exchange for accounts receivable
 
$
21,000
   
$
-
 
  Realized and unrealized loss on investments in marketable equity securities, net of tax, of $11,146 in 2016 ($257,750) in 2015
 
$
18,934
   
$
(437,824
)
 

 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
F-7

 
 
 
WestMountain Company
Notes to Consolidated Financial Statements


(1)    Nature of Organization and Summary of Significant Accounting Policies
 
Nature of Organization and Basis of Presentation
 
WestMountain Company ("we", "our" or the "Company"), formerly known as WestMountain Asset Management, Inc. was incorporated in the state of Colorado on October 18, 2007 and on this date approved its business plan and commenced operations.

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.

Principles of Consolidation

Property holding entities and other subsidiaries of which we own 100% of the equity or have a controlling financial interest evidenced by ownership of a majority voting interest are consolidated. All inter-company balances and transactions are eliminated.

The accompanying consolidated financial statements include the accounts of WestMountain Company and the following 100% owned subsidiaries, which were active at December 31, 2016 and 2015:

       WestMountain Business Consulting, Inc.
       WestMountain Allocation Analytics, Inc.
       WestMountain Valuation Services, Inc.

Use of Estimates

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

Cash

The Company considers all highly liquid securities with original maturities of three months or less when acquired to be cash equivalents.  There were no cash equivalents as of December 31, 2016 and 2015. The Company periodically monitors its positions with, and the credit quality of, the financial institutions with which it invests. At December 31, 2016, and throughout the year, the Company has maintained balances in excess of the federally insured limits.

Accounts Receivable

Accounts receivable consists of amounts due to us for consulting fees associated with marketing and media consulting due from a related party. The Company considers accounts more than 30 days old to be past due. The Company uses the allowance method for recognizing bad debts. When an account is deemed uncollectible, it is written off against the allowance. Management records reasonable allowances to fairly represent accounts receivable amounts that are collectible.  For the years ended December 31, 2016 and 2015, the Company did not record any allowance against our accounts receivable balance.
 
 
F-8

 
 

 
Related Parties

A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

The Company had three unsecured promissory notes from WestMountain Distressed Debt. On December 31, 2015, management evaluated the collectability of the notes and determined it was necessary to write the balances off. A total of $60,937 was expensed to the statement of operations.

Revenue

We act primarily as a fee-based marketing and media consultant to public companies. 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.

The Company recognizes revenue for its services generally when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable and collectability is reasonably assured.

In the general course of business, we receive stock-based compensation for our services. In many cases, the underlying stock is thinly traded and determining the value of revenue requires substantial judgment. If the underlying stock is traded in an active market, the value used to record revenue is based on the quoted market value of the stock. If there is not an active market, then the value is determined using other inputs.
 
Concentrations

During the year ended December 31, 2016, three related party customers, Bohemian Asset Management, Inc., Nexcore Healthcare Capital Corp. and Peter Kloepfer accounted for 89% of total revenue (45%, 41% and 3%, respectively). In addition, during 2015, two related party customers, Bohemian Asset Management, Inc., and Nexcore Healthcare Capital Corp. accounted for 74% of total revenue (39% and 35%, respectively). At December 31, 2016 and 2015, one related party customer, Nexcore Healthcare Capital Corp. accounted for 100% of total accounts receivable.

Fair Value of Financial Instruments

Authoritative guidance defines fair value and establishes a framework for measuring fair value and enhances disclosures about fair value measures. The framework is based on the inputs used in valuation and gives the highest priority to quoted prices in active markets and requires that observable inputs be used in the valuations when available. The disclosure of fair value estimates in the hierarchy is based on whether the significant inputs into the valuation are observable. In determining the level of the hierarchy in which the estimate is disclosed, the highest priority is given to unadjusted quoted prices in active markets and the lowest priority to unobservable inputs that reflect the Company's significant market assumptions. The valuation policies are determined by the Chief Financial Officer and approved by the Company's Board of Directors. The three levels of the hierarchy are as follows:

 
 
F-9

 

 
Level 1: Unadjusted quoted market prices for identical assets or liabilities in active markets that the Company has the ability to access.
 
Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets in inactive markets; or valuations based on models where the significant inputs are observable (e.g., interest rates, yield curves, default rates, etc.) or can be corroborated by observable market data.
 
Level 3: Valuations based on models where significant inputs are not observable. The unobservable inputs reflect the Company's own assumptions about the assumptions that market participants would use.

The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The carrying amounts of financial assets require to be measured at fair value on a recurring basis including cash, accounts receivable and accounts payable and accrued liabilities are carried at cost when approximates fair value due to the short maturity of these investments.

Available-for-sale securities are recorded at fair value. We primarily own securities in smaller public companies that are thinly traded. Determining fair value requires substantial judgment. For common stock securities, we first determine whether or not the stock is traded in an active market. Securities traded in an active market are marked-to-market using the quoted market price of the stock and are classified as Level 1 inputs. Securities that do not have an active market are measured using unobservable inputs, and are classified as Level 3 inputs.

Unrealized holding gains and losses on available-for-sale securities are excluded from earnings and are reported as a separate component of other comprehensive income (loss) until realized.  Realized gains and losses from the sale of available-for-sale securities are determined on a specific identification basis.

A decline in the market value of any available-for-sale security below cost that is deemed to be other than temporary results in a reduction in carrying amount to fair value. The impairment is charged to earnings and a new cost basis for the security is established.  Premiums and discounts are amortized or accreted over the life of the related available-for-sale security as an adjustment to yield using the effective interest method.  Dividend and interest income are recognized when earned.

Available-for-sale securities are accounted for on a specific identification basis.  As of December 31, 2016 and 2015, the Company held available-for-sale securities with an aggregate fair value of $0 and $117,022, respectively.  As of December 31,  2015, all of our available-for-sale securities were invested in publically traded equity holdings. The Company recognized realized and unrealized gains (losses), net of tax, in accumulated other comprehensive income as of December 31, 2016 and 2015 in the amounts of $18,934 and $(437,824), respectively. (See Note 2 for details of available-for-sale investments).

The Company has consistently applied the valuation techniques discussed below in all periods presented. The Company's assets measured at fair value on a recurring basis at December 31, 2016 and 2015, were as follows:
 
 
Quoted Prices in
Significant
 
   
 
Active Markets for
Other
Significant
 
 
Identical Assets and
Observable
Unobservable
Balance as of
December 31, 2016
Liabilities
Inputs
Inputs
December 31,
Description
(Level 1)
(Level 2)
(Level 3)
2016
Assets:
 
 
 
       
Available-for-sale
 
 
 
       
  marketable securities
 $                   -
 $                   -
 $                   -
 $                   -

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

 
Quoted Prices in
Significant
 
   
 
Active Markets for
Other
Significant
 
 
Identical Assets and
Observable
Unobservable
Balance as of
December 31, 2015
Liabilities
Inputs
Inputs
December 31,
Description
(Level 1)
(Level 2)
(Level 3)
2015
Assets:
 
 
 
       
Available-for-sale
 
 
 
       
  marketable securities
 $           117,022
 $                   -
 $                   -
 $         117,022
 
 
F-10

 
 
Property and Equipment and Intangibles
 
Computers are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets of three years. Expenditures for repairs and maintenance are charged to expense when incurred. Expenditures for major renewals and betterments, which extend the useful lives of existing computers are capitalized and depreciated. Upon retirement or disposition of computers and intangibles, the cost and related accumulated depreciation is removed from the accounts and any resulting gain or loss is recognized in the consolidated statements of operations.

Intangible Assets

Intangible assets are stated at cost. Amortization is calculated using the straight-line method over the estimated useful life of seven years. As of December 31, 2016 and 2015, the intangible assets were fully amortized.

Long-Lived Assets

All long-lived assets are reviewed when events or changes in circumstances indicate that the carrying amounts of such assets may not be recoverable. An impairment loss is recognized when estimated undiscounted cash flows that can be generated by those assets are less than the carrying value of the assets. When an impairment loss is recognized, the carrying amount is reduced to its estimated fair value based on appraisals or other reasonable methods to estimate fair value. There was no impairment of long-lived assets as of December 31, 2016 and 2015.

Investments in Marketable and Nonmarketable Securities

The Company reports its investments in marketable securities on the consolidated balance sheet as available-for-sale.  Investments are deemed to be marketable when they are investments in public companies. Investments reflect the original cost of the investments and unrealized gain/loss amounts based on the market price as of the date of the consolidated financial statements.  Any tax adjustment related to the unrealized gain/loss is reflected as a deferred tax asset or liability on the consolidated balance sheet.

The Company reports its investments in nonmarketable securities on balance sheet using the cost method. Investments are deemed to be nonmarketable when they are investments in private companies. Investments in nonmarketable securities reflect the original cost of the investment.

Other comprehensive income (OCI) is made up of the unrealized gain/loss amounts related to the available-for-sale investments of the Company.  The OCI balance is recorded net of tax.

Equity Method Investments

For investments that represent significant influence in the investee, the Company follows ASC 323 Investments – Equity Method and Joint Ventures when recognizing these investments in the consolidated financial statements. Under this method, any net income or net loss must be recorded against the Company's investment, not to exceed the original investment and recognized as additional income or loss on the Company's consolidated statement of operations. In 2008 the Company acquired 39% of the outstanding shares of Marine Exploration, Inc. for $50,000 and accounted for this investment under the equity method. As of December 31, 2016 and 2015, the Company's investment in Marine Exploration is $0 due to significant losses of the investee.

Income Taxes

Deferred income tax assets and liabilities are recognized for the expected future income tax consequences of events that have been included in the consolidated financial statements or income tax returns. Deferred income tax assets and liabilities are determined based on differences between the financial statement and tax bases of assets and liabilities using tax rates in effect for the years in which the differences are expected to reverse.

In evaluating the ultimate realization of deferred income tax assets, management considers whether it is more likely than not that the deferred income tax assets will be realized. Management establishes a valuation allowance if it is more likely than not that all or a portion of the deferred income tax assets will not be utilized. The ultimate realization of deferred income tax assets is dependent on the generation of future taxable income, which must occur prior to the expiration of the net operating loss carry forwards.
 
 
 
F-11

 

 

Earnings per Share

Basic income per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding. Diluted income per share is determined by dividing the net income by the sum of (1) the weighted average number of common shares outstanding and (2) if not anti-dilutive, the effect of stock awards determined utilizing the treasury stock method.  The dilutive effect of any outstanding awards for the year ended December 31, 2015 was zero shares. For December 31, 2016 there were no outstanding awards to impact our earnings per share computation.

Recently Issued Accounting Pronouncements

In August 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-15, "Presentation of Financial Statements - Going Concern (subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern", which is intended to define management's responsibility to evaluate whether there is substantial doubt about the Company's ability to continue as a going concern and to provide related footnote disclosures. This standard is effective for the Company for the year ending on December 31, 2016. The adoption of this standard did not have a material impact on our consolidated financial statements.

In November 2015, the FASB issued ASU 2015-17, "Balance Sheet Classification of Deferred Taxes." This update requires an entity to classify deferred tax liabilities and assets as non-current within a classified statement of financial position. ASU 2015-17 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2016. This update may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. Early application is permitted as of the beginning of the interim or annual reporting period. We adopted ASU 2015-17 on a prospective basis as of December 31, 2015. The adoption of ASU 2015-17 did not have a material impact on our consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes previous revenue recognition guidance. This standard introduces a new five-step revenue recognition model in which an entity should recognize revenue. The new standard requires that a company recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration the company expects to receive in exchange for those goods or services. Companies will need to use more judgment and estimates than under the guidance currently in effect, including estimating the amount of variable revenue to recognize over each identified performance obligation. Additional disclosures will be required to help users of financial statements understand the nature, amount and timing of revenue and cash flows arising from contracts. This standard will become effective for the Company beginning with the first quarter 2018 and can be adopted either retrospectively to each prior reporting period presented or as a cumulative effect adjustment as of the date of adoption. The adoption of ASU 2014-09 is not expected to have a material impact on our consolidated financial statements.
 
In February 2015, the FASB issued ASU No. 2015-02, "Consolidation (Topic 810): Amendments to the Consolidation Analysis" ("ASU 2015-02"). ASU 2015-02 is intended to improve targeted areas of consolidation guidance for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. This ASU simplifies consolidation accounting by reducing the number of consolidation models and improves current GAAP by (1) placing more emphasis on risk of loss when determining a controlling financial interest; (2) reducing the frequency of the application of related-party guidance when determining a controlling financial interest in a VIE; and (3) changing consolidation conclusions for public and private companies in several industries that typically make use of limited partnerships or VIEs. Entities can transition to the standard either retrospectively or as a cumulative effect adjustment as of the date of adoption. The Company adopted the amendments of ASU 2015-02, effective December 31, 2016. The adoption did not have an impact on our consolidated financial statements.
 
 
 
 
F-12

 
 

 
(2)    Investments

Equity Method Investments
 
Investments in Available for Sale Marketable Securities


The Company's investments in available for sale marketable securities as of December 31, 2016 and 2015 are summarized below.
               
As of December 31, 2016
 
                           
Accumulated
 
               
Share
   
Fair
   
Unrealized
 
Company Name
 
Shares
   
Cost
   
Price
   
Value
   
Gain/(Loss)
 
                               
  Hangover Joe's Holding Corporation
   
868,463
   
$
99,750
     
0.0014
   
$
1,216
   
$
(98,534
)
  Silver Verde May Mining Co., Inc.
   
246,294
     
46,488
     
0.1000
     
24,629
     
(21,858
)
  WestMountain Gold, Inc.
   
918,000
     
918
     
0.0399
     
36,628
     
35,710
 
Investment totals
   
2,032,757
   
$
147,156
           
$
62,473
   
$
(84,682
)
 
Subsequent to December 31, 2016, the Company determined that our investments in Hangover Joe's Holding Corporation and Silver Verde May Mining Co., Inc., were other than temporarily impaired due to the fact they did not have adequate trading volume, there were no financial statements available for review, and based on the Company's understanding of the financial conditions of the entities. WestMountain Gold, Inc. filed Chapter 11 of the Bankruptcy Code on March 1, 2017. Upon a complete review and analysis of the Company's available-for-sale marketable securities on December 31, 2016, management has determined to record a full impairment loss, of $147,102, to the consolidated statement of operations, on all securities.
 
         
As of December 31, 2015
 
                 
Accumulated
 
         
Share
 
Fair
 
Unrealized
 
Company Name
Shares
 
Cost
 
Price
 
Value
 
Gain/(Loss)
 
                     
  Hangover Joe's Holding Corporation
   
868,463
   
$
99,750
     
0.0021
   
$
1,824
   
$
(97,926
)
  Silver Verde May Mining Co., Inc.
   
246,294
     
46,488
     
0.1770
     
43,594
     
(2,894
)
  WestMountain Gold, Inc.
   
918,000
     
918
     
0.0780
     
71,604
     
70,686
 
Totals
   
2,032,757
   
$
147,156
           
$
117,022
   
$
(30,134
)

On May 7, 2015 Omni Bio Pharmaceutical, Inc. ("Omni Bio") filed a Form 8K announcing it had been unsuccessful in its fundraising and partnering/licensing efforts and did 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 year ended December 31, 2015, the Company's investment in Omni Bio 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

On November 1, 2015, our 1,645,000 common shares in NexCore Healthcare Capital Corp and our Class B units of NexCore Real Estate LLC was exchanged for 1,645,000 of common units of NexCore Companies LLC.

The Company's investments in nonmarketable securities accounted for under the cost method as of December 31, 2016 and December 31, 2015 are summarized below.

 
 
F-13

 

 
Company Name
 
Shares
   
Cost
   
Shares
   
Units
   
Cost
 
Nonmarketable Securities:
                             
  SKRP 16, Inc.
   
200,000
   
$
-
     
200,000
     
-
   
$
30,000
 
  Nexcore Companies LLC (Common Units)
   
-
     
1,645
     
-
     
1,645,000
     
1,645
 
  WestMountain Distressed Debt, Inc.
   
80,000
     
-
     
80,000
     
-
     
-
 
  RavenBrick (Class C Units)
   
-
     
-
     
-
     
-
     
-
 
Total Shares or Units
   
280,000
   
$
1,645
     
280,000
     
1,645,000
   
$
31,645
 
 
During February 2016, the Company paid $30,000 for 6.98 of RavenBrick Class C unit shares. RavenBrick was an existing customer to whom we provide advisory services. These services consisted of, but were not limited to, developing public recognition of their business plans and strategic goals, and engaging in website development and media production. In addition, during the second quarter ended June 30, 2016, the Company exchanged advisory services for an additional 3.72 of RavenBrick Class C unit shares recognized at no value.

Upon a complete review and analysis of the Company's nonmarketable securities during 2016, management determined to record an other than temporary impairment loss of $60,000 related to SKRP 16, Inc. of $30,000 and RavenBrick of $30,000 based on the Company's understanding of the financial conditions of the entities. This loss was posted to the consolidated statement of operations for all nonmarketable securities.
 
 
(3)    Related Parties
 
Bohemian Companies, LLC and BOCO Investments, LLC are two companies under common control.  Mr. Klemsz, our CEO and Director, 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, BOCO Investments, LLC, Bohemian Asset Management, and WestMountain Gold, Inc., related party transactions.

Revenue 

For the years ended December 31, 2016 and 2015, the Company recorded aggregate advisory/consulting revenue of $178,019 and $205,667 respectively. Of the $178,019 and $205,667 recorded advisory/consulting revenue in 2016 and 2015, $157,970 and $152,000 is related party revenue. This advisory/consulting fee revenue relates to services performed for Bohemian Asset Management, Inc., Nexcore Healthcare Capital Corp. and Peter Kloepfer. The related parties and the Company have common affiliates. As of December 31, 2016 and 2015, the Company had outstanding accounts receivables from related parties of $6,000 and $6,000, respectively.

Investments in Marketable and Nonmarketable Securities

On December 15, 2014 the Board of Directors for NexCore Healthcare Capital Corp, authorized a $0.025 per share cash dividend payable to holders of NexCore common stock of record on December 1, 2014. We recorded a $41,125 receivable and respective dividend income in December 2014. On January 7, 2015 we deposited a check in the amount of $41,125 as a result of that cash dividend.

On November 1, 2015, our 1,645,000 common shares in NexCore Healthcare Capital Corp and our Class B units of NexCore Real Estate LLC was exchanged for 1,645,000 of common units of NexCore Companies LLC. On November 4, 2015, the Board of Directors of NexCore Companies LLC, authorized a $0.167 per unit cash distribution in the amount of $274,715.
 
 
 
F-14

 
 
 

On December 19, 2016, the Board of Directors of NexCore Companies, LLC, authorized a $0.21 per unit cash distribution for 2016. The Company received a wire on December 29, 2016 in the amount of $322,726.

As of December 31, 2016 and 2015, the following investments in marketable and nonmarketable securities were held in related parties due to common principal ownership:
 
   
December 31, 2016
   
December 31, 2015
 
Company Name
 
Shares
   
Units
   
Fair Value
   
Shares
   
Units
   
Fair Value
 
Marketable Securities:
                                   
  Hangover Joe's Holding Corporation
   
868,463
     
-
   
$
-
     
868,463
     
-
   
$
1,824
 
  WestMountain Gold, Inc.
   
918,000
     
-
     
-
     
918,000
     
-
     
71,604
 
Total Shares or Units
   
1,786,463
     
-
   
$
-
     
1,786,463
     
-
   
$
73,428
 
                                                 
                                                 
Company Name
 
Shares
   
Units
   
Cost
   
Shares
   
Units
   
Cost
 
Nonmarketable Securities:
                                               
  Nexcore Companies LLC (Common Units)
   
-
     
1,645,000
   
$
1,645
     
-
     
1,645,000
   
$
1,645
 
  WestMountain Distressed Debt, Inc.
   
-
     
-
     
-
     
80,000
     
-
     
-
 
Total Shares or Units
   
-
     
1,645,000
   
$
1,645
     
80,000
     
1,645,000
   
$
1,645
 
   Total
   
1,786,463
     
1,645,000
   
$
1,645
     
1,866,463
     
1,645,000
   
$
75,073
 
 
 
 
 
F-15

 
Notes Receivable 
 
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 carried 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.  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 was $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. As of December 31, 2015, the total principal and interest due on this note is $30,814. A full allowance has been recognized against this note and the accrued interest.

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 carried 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 was $27,244. The new note carried an interest rate of 18% per annum until paid in full. Repayment of the loan was due on or before January 27, 2016. As of December 31, 2015, principal and interest due on this note was $29,353. A full allowance has been recognized against this note and the accrued interest. On January 27, 2016, we entered into a new Promissory Note Agreement for the total principal and interest due on the extension as of January 27, 2016. The new principal amount was $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 July 29, 2016. A full allowance has been recognized against this note and the accrued interest.

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 carried 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 was $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. As of December 31, 2015, principal and interest due on this note is $11,219. A full allowance has been recognized against this note and the accrued interest.

WestMountain Company provided funding to WestMountain Distressed Debt, Inc. ("WMDS") to assist in paying their current operational expenses. The Company is not the only financial supporter to WMDS. The total funding at risk is not sufficient to permit this entity to finance its activities without additional subordinated financial support. On December 31, 2015 management evaluated the collectability of the notes and determined it was necessary to write the balances off. A total of $60,937 was expensed to the consolidated statement of operations.

 
 

F-16

 
 
 
The Company has determined that WMDS is considered a "variable interest entity", however, WestMountain Company is not the primary beneficiary. The total funding at risk is not sufficient to permit this entity to finance its activities without additional subordinated financial support. WestMountain Company is not a majority equity stakeholder in WMDS, nor does it have voting control, control of the board of directors, or substantive management rights. Given that the Company does not have the power to direct their activities that most significantly impact its economic performance, the Company determined that it is not the primary beneficiary of WMDS and therefore is not required to consolidate this entity. 
 
The Company will assess any additional transactions with WMDS to determine if the entity will need to be consolidated with the Company based on the VIE disclosure requirements.
 

(4)    Stockholders Equity

Common stock

No common shares were issued or retired during the years ended December 31, 2016 and 2015.

Stock options

On August 15, 2011, the Company reserved 500,000 common stock options of which 200,000 were granted to our employees. As stated in the compensation plan, these options have a four year term. 50% of the options will become vested and exercisable immediately, 25% on the first anniversary date of August 15, 2011, and 25% on the second anniversary date of August 15, 2012. All outstanding options expired during the year ended December 31, 2015.
 

(5)    Commitments and Contingencies

In the normal course of business, the Company is party to litigation from time to time. The Company maintains insurance to cover certain actions and believes that resolution of any such litigation will not have a material adverse effect on the Company.
 
 
 
F-17

 


(6)   Income Taxes

The Company records deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the consolidated financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

The provision of income taxes consists of the following for the years ended December 31, 2016 and 2015:

Provision for taxes
           
   
2016
   
2015
 
Current:
           
Federal
 
$
26,665
   
$
(60,831
)
State
   
-
     
5,574
 
     Total current
   
26,665
     
(55,257
)
Deferred:
               
Federal
   
95,061
     
32,152
 
State
   
-
     
11,433
 
     Total deferred
   
95,061
     
43,585
 
                 
Income tax expense (benefit)
 
$
121,726
   
$
(11,672
)

Deferred tax assets and liabilities consisted of the following as of December 31, 2016 and 2015:

Deferred taxes consists of:
           
   
December 31,
 
   
2016
   
2015
 
Deferred tax assets (liabilities):
           
 Compensation Accruals
 
$
7,183
   
$
8,164
 
 Investments in Flow Through Entities
   
12,432
     
33,077
 
 Bad Deb Reserve
   
22,233
     
22,233
 
 Prepaid Expenses
   
(1,690
)
   
(856
)
 Fixed Assets
   
(35
)
   
(64
)
 Unrealized Losses
   
76,764
     
-
 
 Interest Payable - Related Party
   
22,581
     
26,452
 
 Other
   
(609
)
   
(609
)
 Equity / Option Compensation
   
-
     
15,207
 
               Accumulated OCI
   
-
     
11,147
 
 Net operating loss carryforwards
   
23,442
     
27,538
 
 Total long-term deferred tax asset
   
162,301
     
142,289
 
                 
 Total deferred tax assets (liabilities)
   
162,301
     
142,289
 
 Valuation allowance
   
(162,301
)
   
(36,081
)
 Net deferred tax assets (liabilities)
 
$
-
   
$
106,208
 

The expense or benefit for income taxes differs from the amount computed by applying the U.S. federal income tax rate of 34% for 2016 and 22% for 2015 to income or loss before income taxes as follows for the years ended:

 
 
 
F-18

 


   
2016
   
2015
 
             
 U.S. federal income tax expense\(benefit) at statutory rates
 
$
(10,283
)
 
$
(35,074
)
 Permanent differences
   
(3,722
)
   
2,062
 
 State income tax expense\(benefit), net of federal impact
   
-
     
18,264
 
 Effect of Change in Estimated Federal Rate from 22% to 34%
   
4,868
     
4,155
 
 Other
   
3,455
     
(1,079
)
 Change in valuation allowance
   
127,408
     
-
 
   
$
121,726
   
$
(11,672
)
 
As of December 31, 2016, the Company has approximately $113 million in net operating loss ("NOL") carryforwards that, subject to limitation, may be available in future tax years to offset table income. These net operating loss carryforwards expire in 2031 through 2036. Under the provisions of the Internal Revenue Code, substantial changes in the Company's ownership may result in limitations on the amount of NOL carryforwards that can be utilized in future years.

The Company has provided a full valuation allowance against its deferred tax assets as it has determined that it is not more likely than not that recognition of such deferred tax assets will be utilized in the foreseeable future. The amount of income taxes and related income tax positions taken are subject to audits by federal and state tax authorities. The Company has adopted accounting guidance for uncertain tax positions which provides that in order to recognize an uncertain tax benefit, the taxpayer must be more likely than not of sustaining the position, and the measurement of the benefit is calculated as the largest amount that is more than 50% likely to be realized upon recognition of the benefit. The Company believes that it has no material uncertain tax positions and has fully reserved against the Company's future tax benefit with a valuation allowance and does not expect significant changes in the amount of unrecognized tax benefits to occur within the next twelve months. The Company's policy is to record a liability for the difference between benefits that are both recognized and measured pursuant to GAAP and tax positions taken or expected to be taken on the tax return. Then, to the extent that the assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. The Company reports tax-related interest and penalties as a component of income tax expense. No interest or penalties have been assessed for the years ending December 31, 2016 and 2015. During the periods reported, management of the Company has concluded that no significant tax position requires recognition. The Company files income tax returns in the United States federal and Colorado state jurisdictions. The Company is no longer subject to income tax examinations for federal income taxes before 2012 or for Colorado before 2011. Net operating loss carryforwards are subject to examination in the year they are utilized regardless of whether the tax year in which they are generated has been closed by statute. The amount subject to disallowance is limited to the NOL utilized. Accordingly, the Company may be subject to examination for prior NOLs generated as such NOLs are utilized.

 
(7)   Notes Receivable

In October 2016, our President agreed to finance part of the monthly consulting fees that are billed to RavenBrick. Our original consulting agreement with RavenBrick outlined a fee of $4,000. Starting with the August 2016 consulting fee, RavenBrick will pay $1,500 and the remaining $2,500 will be a secured convertible promissory note receivable. Each month, a new note will be generated for $2,500. Every note carries a 12% interest rate. The principal due as of December 31, 2016 is $12,500. The original maturity date was January 6, 2017, but was automatically extended to March 15, 2017. The note is currently in default. The Company may, at any time, choose to convert all principal and accrued interest into Preferred C Units. The price for such Conversion Units is set at $1,000 per Unit.

As of December 31, 2016, the Company recorded an allowance of $12,500 against all RavenBrick notes receivable due to the lack of financial and capital funding information, and the extension of the notes for a possible third time. No interest has been accrued and recorded through December 31, 2016.
 
 
 
 
F-19

 
 
 
ITEM 9. DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

We did not have any disagreements on accounting and financial disclosures with our present accounting firm during the reporting period.


ITEM 9A. CONTROLS AND PROCEDURES.

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act. As a result of this evaluation, we identified material weaknesses in our internal control over financial reporting as of December 31, 2016.  Accordingly, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of December 31, 2016 due to the material weaknesses described below.

Management's Annual Report on Internal Control Over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and 15d-(f) under the Exchange Act. Our internal control over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U. S. generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

i.             pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
ii.            provide reasonable assurance that transactions are recorded as necessary to permit the preparation of our  consolidated financial statements in  accordance with U. S. generally accepted accounting principles, and  that our receipts and expenditures are being made only in accordance with  authorizations of our management and directors; and
iii.           provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2016. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Management has concluded that our internal control over financial reporting was not effective as December 31, 2016 due to the following material weaknesses:
(1) we have not segregated duties as our accountant can initiate and complete transactions in the general ledger system,
(2) we have not implemented measures that would prevent the accountant from overriding the internal control system and
(3) the chief financial officer is responsible for complex accounting issues without additional review from within the Company.

We do not believe that these control weaknesses have resulted in deficient financial reporting because the chief financial officer is aware of his responsibilities under the SEC reporting requirement and personally certifies the financial reports.

Inherent Limitations Over Internal Controls

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations, including the possibility of human error and circumvention by collusion or overriding of controls. Accordingly, even an effective internal control system may not prevent or detect material misstatements on a timely basis. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control Over Financial Reporting.

We have made no change in our internal control over financial reporting during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Attestation Report of the Registered Public Accounting Firm.

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report on Form 10-K.
 
 
 
- 18 -

 

 

ITEM 9B. OTHER INFORMATION.

Nothing to report.


PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE


Set forth below is the name of the sole director and officer of the Company, all positions and offices with the Company held, the period during which he has served as such, and the business experience during at least the last five years:

     Name
 
Age
 
Positions and Offices Held
Steven Anderson
 
56
 
President
Brian L. Klemsz
 
58
 
Treasurer, Director
 Joni K Troska
 
57
 
Secretary

Mr. Anderson has been our President since May, 2011. He was director of Marketing and Development for EnviroPest, a large privately owned pest control company from June 2009 to May 2011. From June 2008 to June 2009 he served as Marketing Director for Pillar Capital, LLC and from December 1996 to May 2007 was Pastor of Media Ministries at Resurrection Fellowship church in Loveland, Colorado. He also served as radio play-by-play announcer for Colorado State University football and basketball from 1989 to 1997. Mr. Anderson received his Bachelor of Science in Communications from Oral Roberts University in 1983.

Mr. Klemsz has been our Treasurer and sole Director since our inception and President from inception until May, 2011. Since March, 2007, he has been the Chief Investment Officer of BOCO Investments, LLC.  He was President and Chief Investment Officer for GDBA Investments, LLLP, a private investment partnership from May 2000 until February 2007. He is currently also the President, Treasurer, and sole Director of WestMountain Distressed Debt, Inc., and WestMountain Alternative Energy, Inc., which are public companies.  He is currently a director on the board for WestMountain Gold, Inc. Mr. Klemsz received a Masters of Science in Accounting and Taxation in 1993 and a Masters of Science in Finance in 1990 from Colorado State University. He received his Bachelor of Science degree from the University of Colorado in 1981.

Ms. Troska has been the Company's Secretary since March 2010. She currently serves as corporate Secretary of WestMountain Alternative Energy, Inc. and WestMountain Distressed Debt, Inc., both public companies. She started SP Business Solutions, a business consulting service, in April, 2002. Prior to that period, she was employed for fourteen years as the General Accounting Manager and financial liaison for software implementations and acquisition integration by Advanced Energy Industries, Inc., a public international electronics manufacturing company, in Fort Collins, Colorado.  While employed by Advanced Energy, she obtained her business degree in July 2001.

Family Relationships

There are no family relationships among our directors and executive officers. No director or executive officer has been a director or executive officer of any business which has filed a bankruptcy petition or had a bankruptcy petition filed against it. No director or executive officer has been convicted of a criminal offense within the past five years or is the subject of a pending criminal proceeding. No director or executive officer has been the subject of any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities. No director or officer has been found by a court to have violated a federal or state securities or commodities law.

Committees of the Board of Directors

There are no committees of the Board of Directors.
 
 
 

- 19 -

 
 

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 (the "34 Act") requires our officers and directors and persons owning more than ten percent of the Common Stock, to file initial reports of ownership and changes in ownership with the Securities and Exchange Commission ("SEC"). Additionally, Item 405 of Regulation S-K under the 34 Act requires us to identify in its Form 10-K and proxy statement those individuals for whom one of the above referenced reports was not filed on a timely basis during the most recent year or prior years. We have nothing to report in this regard.
 
Code of Ethics

Our board of directors has not adopted a code of ethics but plans to do so in the future.

Options/SAR Grants and Fiscal Year End Option Exercises and Values

Effective August 15, 2011, our board of directors adopted and approved a new Equity Compensation Plan (the 2011 Plan). Our shareholders approved this Plan in December, 2011.  A total of 500,000 common shares have been reserved under the 2011 Plan.

The purpose of the 2011 Plan is to provide a means for us and our subsidiaries and other designated affiliates, which we refer to as Related Entities, to attract key personnel to provide services to our Company and the Related Entities, as well as, to provide a means whereby those key persons can acquire and maintain stock ownership, thereby strengthening their commitment to the welfare of our Company and its Related Entities and promoting the mutuality of interests between participants and our shareholders. A further purpose of the 2011 Plan is to provide participants with additional incentive and reward opportunities designed to enhance the profitable growth of our Company and its Related Entities, and provide participants with annual and long term performance incentives to expend their maximum efforts in the creation of shareholder value.

The terms of the 2011 Plan provide for grants of stock options and restricted stock awards and performance awards that may be settled in cash, stock or other property. As of September 1, 2011, two awards have been granted under the 2011 Plan. Mr. Steve Anderson received an option to acquire a total of 160,000 common shares of the Company, all at a price of $ 0.27 per share. Ms Joni Troska received an option to acquire a total of 40,000 common shares of the Company, all at a price of $ 0.27 per share. All of the options have expired as of December 31, 2015.

Otherwise, we have not had a stock option plan or other similar incentive compensation plan for officers, directors and employees, and no stock options, restricted stock or SAR grants were granted or were outstanding at any time.

 
Item 11. EXECUTIVE COMPENSATION

Beginning in May, 2011, our President, Mr. Anderson receives a salary of $120,000 per annum, plus a stock option to acquire a total of 160,000 common shares of the Company, all at a price of $ 0.27 per share. These options expired in 2015. We reimburse Mr. Anderson for all necessary and customary business related expenses. We have no plans or agreements which provide health care, insurance or compensation on the event of termination of employment or change in our control.

Ms. Joni Troska, was appointed our corporate Secretary on March 19, 2009. In May 2011, she was hired as a part-time accountant and receives a salary of $48,000. Ms. Troska also received an option to acquire a total of 40,000 common shares of the Company, all at a price of $ 0.27 per share. These options expired in 2015.

Otherwise, our officers and director are not accruing any compensation pursuant to any agreement with us.

Finally, no retirement, pension, profit sharing, or insurance programs or other similar programs have been adopted by us for the benefit of our employees.
 
 
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.


The following sets forth the number of shares of our $0.001 par value common stock beneficially owned by (i) each person who, as of December 31, 2014, was known by us to own beneficially more than five percent (5%) of its common stock; (ii) our individual Directors and (iii) our Officers and Directors as a group. A total of 9,517,402 common shares were issued and outstanding as of December 31, 2016.

 

 
- 20 -

 


 

 Name and Address
Amount and Nature of
Percent
 of Beneficial Owner
Beneficial Ownership(1)(2)
of Class
 
 
 
WestMountain Blue, LLC(3)
8,505,652
89.4%
1001-A E. Harmony Road, #366
 
 
Fort Collins, Colorado 80525
 
 
 
 
 
Brian L. Klemsz
(3)
-0-
1001-A E. Harmony Road, #366
 
 
Fort Collins, Colorado 80525
 
 
 
 
 
Steve Anderson
1001-A E. Harmony Road, #366
Fort Collins, Colorado 80525
  -0-
 -0-
 
 
 
Joni K. Troska
100,000
1.05%
1001-A E. Harmony Road, #366
 
 
Fort Collins, Colorado 80525
 
 
 
 
 
All Officers and Directors as a Group
1,528,950
16.0%
(three persons)
 
 
______________
 

 
   (1)  All ownership is beneficial and of record, unless indicated otherwise.
   (2)  The Beneficial owner has sole voting and investment power with respect to the shares shown. 
   (3)  Mr. Klemsz owns 16.8% of WestMountain Blue, LLC.
 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Bohemian Companies, LLC and BOCO Investments, LLC are two companies under common control.  Mr. Klemsz, our CEO and Director, 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, BOCO Investments, LLC, Bohemian Asset Management, and WestMountain Gold, Inc., related party transactions.

Revenue 

For the years ended December 31, 2016 and 2015, the Company recorded aggregate advisory/consulting revenue of $178,019 and $205,667 respectively. Of the $178,019 and $205,667 recorded advisory/consulting revenue in 2016 and 2015, $157,970 and $152,000 is related party revenue. This advisory/consulting fee revenue relates to services performed for Bohemian Asset Management, Inc., Nexcore Healthcare Capital Corp. and Peter Kloepfer. The related parties and the Company have common affiliates. As of December 31, 2016 and 2015, the Company had outstanding accounts receivables from related parties of $6,000 and $6,000, respectively.
 
 
- 21 -

 

 

Investments in Marketable and Nonmarketable Securities
 
On December 15, 2014 the Board of Directors for NexCore Healthcare Capital Corp, authorized a $0.025 per share cash dividend payable to holders of NexCore common stock of record on December 1, 2014. We recorded a $41,125 receivable and respective dividend income in December 2014. On January 7, 2015 we deposited a check in the amount of $41,125 as a result of that cash dividend.

On November 1, 2015, our 1,645,000 common shares in NexCore Healthcare Capital Corp and our Class B units of NexCore Real Estate LLC was exchanged for 1,645,000 of common units of NexCore Companies LLC. On November 4, 2015, the Board of Directors of NexCore Companies LLC, authorized a $0.167 per unit cash distribution in the amount of $274,715.

On December 19, 2016, the Board of Directors of NexCore Companies, LLC, authorized a $0.21 per unit cash distribution for 2016. The Company received a wire on December 29, 2016 in the amount of $322,726.

As of December 31, 2016 and 2015, the following investments in marketable and nonmarketable securities were held in related parties due to common principal ownership:
   
December 31, 2016  
   
December 31, 2015
 
Company Name
 
Shares
   
Units
   
Fair Value
   
Shares
   
Units
   
Fair Value
 
Marketable Securities:
                                   
  Hangover Joe's Holding Corporation
   
868,463
     
-
   
$
-
     
868,463
     
-
   
$
1,824
 
  WestMountain Gold, Inc.
   
918,000
     
-
     
-
     
918,000
     
-
     
71,604
 
Total Shares or Units
   
1,786,463
     
-
   
$
-
     
1,786,463
     
-
   
$
73,428
 
                                                 
                                                 
Company Name
 
Shares
   
Units
   
Cost
   
Shares
   
Units
   
Cost
 
Nonmarketable Securities:
                                               
  Nexcore Companies LLC (Common Units)
   
-
     
1,645,000
   
$
1,645
     
-
     
1,645,000
   
$
1,645
 
  WestMountain Distressed Debt, Inc.
   
-
     
-
     
-
     
80,000
     
-
     
-
 
Total Shares or Units
   
-
     
1,645,000
   
$
1,645
     
80,000
     
1,645,000
   
$
1,645
 
   Total
   
1,786,463
     
1,645,000
   
$
1,645
     
1,866,463
     
1,645,000
   
$
75,073
 
 
 
 
 
- 22 -

 
 
 

Notes Receivable 
 
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 carried 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.  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 was $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. As of December 31, 2015, the total principal and interest due on this note is $30,814. A full allowance has been recognized against this note and the accrued interest.

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 carried 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 was $27,244. The new note carried an interest rate of 18% per annum until paid in full. Repayment of the loan was due on or before January 27, 2016. As of December 31, 2015, principal and interest due on this note was $29,353. A full allowance has been recognized against this note and the accrued interest. On January 27, 2016, we entered into a new Promissory Note Agreement for the total principal and interest due on the extension as of January 27, 2016. The new principal amount was $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 July 29, 2016. A full allowance has been recognized against this note and the accrued interest.

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 carried 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 was $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. As of December 31, 2015, principal and interest due on this note is $11,219. A full allowance has been recognized against this note and the accrued interest.

WestMountain Company provided funding to WestMountain Distressed Debt, Inc. ("WMDS") to assist in paying their current operational expenses. The Company is not the only financial supporter to WMDS. The total funding at risk is not sufficient to permit this entity to finance its activities without additional subordinated financial support. On December 31, 2015 management evaluated the collectability of the notes and determined it was necessary to write the balances off. A total of $60,937 was expensed to the consolidated statement of operations.

The Company has determined that WMDS is considered a "variable interest entity", however, WestMountain Company is not the primary beneficiary. The total funding at risk is not sufficient to permit this entity to finance its activities without additional subordinated financial support. WestMountain Company is not a majority equity stakeholder in WMDS, nor does it have voting control, control of the board of directors, or substantive management rights. Given that the Company does not have the power to direct their activities that most significantly impact its economic performance, the Company determined that it is not the primary beneficiary of WMDS and therefore is not required to consolidate this entity. 

The Company will assess any additional transactions with WMDS to determine if the entity will need to be consolidated with the Company based on the VIE disclosure requirements.
 

ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES


Our former independent auditor, MaloneBailey, LLP, Certified Public Accountants billed an aggregate of $23,000 for professional services rendered for the audit and reviews of the financial statements included in our quarterly reports through June 30, 2016.  Our current independent registered public accounting firm, EKS&H LLLP billed an aggregate of $45,000 for professional services rendered for the review of the financial statements included in our quarterly report ended September 30, 2016 and annual audit for the year ended December 31, 2016.

We do not have an audit committee and as a result our board of directors performs the duties of an audit committee. Our board of directors evaluates the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services.
 
 
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ITEM 15. EXHIBITS FINANCIAL STATEMENT SCHEDULES.

The following financial information is filed as part of this report:

(a)               (1) FINANCIAL STATEMENTS

(2) SCHEDULES

 
(3) EXHIBITS. The following exhibits required by Item 601 to be filed herewith are incorporated by reference to previously filed documents:
 
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
 

 
            * 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.
 

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SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on  April 17, 2017.


 
      WESTMOUNTAIN COMPANY
 
 
 
 
By:     
/s/ Brian L. Klemsz
 
Brian L. Klemsz,
 
Chief Executive Officer and  Chief Financial Officer
(principal executive officer and principal financial and accounting officer)
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacity and on the date indicated.

 
 
 
Date: April 17, 2017
By:     
/s/ Brian L. Klemsz
 
Brian L. Klemsz,
 
Director
 
 
 


 
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