Nature of Organization and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Nature of Organization and Significant Accounting Policies | ' |
1) Nature of Organization and Summary of Significant Accounting Policies |
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Nature of Organization and Basis of Presentation |
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WestMountain Distressed Debt, Inc. was incorporated in the state of Colorado on October 18, 2007 and on this date approved its business plan and commenced operations. |
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The Company’s plan has been to act as an acquirer of all forms of distressed debt that are being sold at a discount to the original purchase price, including, but not limited to, real estate mortgages, securities such as promissory notes, and assets acquired through bankruptcy. |
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On May 7, 2014, the Company enlarged its focus. On that date, it executed a non-binding term sheet which provides for the acquisition by a wholly-owned subsidiary of the Company of SOMNUS Healthcare, Inc., a private company (SOMNUS). At the closing of the acquisition, the Company’s shareholders would own approximately 25% of the combined company, SOMNUS shareholders would own approximately 59.1% of the company, and new investors would own approximately 9.8% of the combined company. The remaining 6.1% would be owned by an affiliate of the Company’s current largest shareholder. This affiliate has previously provided a loan to SOMNUS of $250,000, secured by all of the assets of SOMNUS. The 6.1% interest is tied to that transaction. |
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It will be a requirement of the closing of the acquisition that the Company have a minimum of $250,000 in cash on the balance sheet and no unpaid liabilities; that SOMNUS has completed a $500,000 private placement; and that SOMNUS shareholders owning in excess of 1% after the closing of the acquisition sign a two year share lock up agreement, which permits sales after one year of up to 5% of each shareholder’s position or the Rule 144 limitation, whichever is greater, although the limitation on sales may be specifically waived. The Company plans a future private placement to raise funds for the $250,000 cash requirement, although the terms of the private placement have not been finalized and there can be no assurance that such fundraising will be successful. |
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The closing of the acquisition will also be subject to satisfactory due diligence by both parties, approval of the transaction by the SOMNUS shareholders, and a change of the name of the Company to a name selected by SOMNUS. The new Board of Directors would consist of five members; three appointed by SOMNUS and two mutually selected by SOMNUS and an affiliate of the Company’s current largest shareholder. |
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There is no guarantee whatsoever that this transaction will close. The only current binding components related to this transaction are the loan to SOMNUS by an affiliate of the Company’s current largest shareholder and the requirement of the payment of a breakup fee to that affiliate if the transaction is not closed by September 30, 2014, subject to a ninety day extension with the payment of a 5% fee on the outstanding balance due. |
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SOMNUS is an emerging growth company in the approximately twenty billion dollar sleep deprivation market. SOMNUS currently operates in three states. The industry has taken on increased focus as a result of recent studies indicating that lack of sleep may contribute to obesity, diabetes, hypertension, heart disease, brain damage, and some cancers. This industry is largely fragmented, with many small companies. SOMNUS has a broad future strategy to acquire some of these companies as well as to add new products and services, establish its own centers, and to partner with hospitals in delivery of services. |
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In the interim period between the date hereof and a potential closing of the SOMNUS transaction, the Company will also continue to develop a proprietary investment screening process to make its investments. This screening process will be refined as a result of the expanded nature of its business plan. This process will be based upon the experience of its management team and outside consultants. This process has not been fully developed at this time. |
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The Company also plans to continue to act as a holder of all forms of distressed debt by raising, investing and managing private equity and direct investment funds for third parties including high net worth individuals and institutions. As is the industry practice, the Company plans to earn management fees based on the size of the funds that it manages and incentive income based on the performance of these funds. The Company does not plan to focus on any particular industry but will look at any and all opportunities. |
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The Company is presently planning to develop and implement a web site based operation to gather additional potential investment opportunities beyond what it can generate through our network of contacts. The Company also plans to utilize the most current technology to analyze investments and believes the technology will assist in the analysis of each opportunity. |
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The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company is a development stage company with no history of operations, limited assets, and has incurred operating losses since inception. These factors, among others, raise substantial doubt about its ability to continue as a going concern. |
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The financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to obtain additional operating capital, commence operations, provide competitive services, and ultimately to attain profitability. |
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Unaudited Interim Condensed Financial Statements |
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We have prepared our unaudited interim condensed financial statements included herein pursuant to the rules and regulations of the United States Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to these rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. In our opinion, the unaudited interim condensed financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly, in all material respects, our financial position as of June 30, 2014, the interim results of operations for the three and six months ended June 30, 2014 and 2013, and the period from inception to June 30, 2014, and cash flows for the six months ended June 30, 2014 and 2013 and the period from inception to June 30, 2014. These interim statements have not been audited. The balance sheet as of December 31, 2013 was derived from our audited financial statements included in our annual report on Form 10-K. The interim condensed financial statements contained herein should be read in conjunction with our audited financial statements, including the notes thereto, for the year ended December 31, 2013. The unaudited condensed financial position, results of operations and cash flows for the interim periods disclosed in this report are not necessarily indicative of future financial results. |
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Use of Estimates |
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The preparation of 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |