WESTMOUNTAIN ASSET MANAGEMENT, INC.
736,750 Shares of Common Stock
Par Value $0.001 Per Share
This prospectus relates to the offering by the selling stockholders of WestMountain Asset Management, Inc. of up to 736,750 shares of our common stock, par value $0.001 per share. We will not receive any proceeds from the sale of common stock.
The selling stockholders have advised us that they will sell the shares of common stock from time to time in the open market, at the initial offering price of $0.10 per share, which was the price the majority of the selling stockholders paid for their shares, until the shares are quoted on the OTC Bulletin Board or national securities exchange, at which point the selling securities holders may sell the registered shares at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or otherwise as described under the section of this prospectus titled “Plan of Distribution.”
Our common stock does not currently trade in the public market.
You should rely only on the information contained in this prospectus or any prospectus supplement or amendment. We have not authorized anyone to provide you with different information.
Investing in these securities involves significant risks. See “Risk Factors” beginning on page 4.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this Prospectus is January 17, 2008.
TABLE OF CONTENTS
The following summary highlights selected information contained in this prospectus. This summary does not contain all the information you should consider before investing in the securities. Before making an investment decision, you should read the entire prospectus carefully, including the “Risk Factors” section, the financial statements, and the notes to the financial statements.
For purposes of this prospectus, unless otherwise indicated or the context otherwise requires, all references herein to “Asset Management,” “we,” “us,” and “our,” refer to WestMountain Asset Management, Inc., a Colorado corporation.
Our Company
WestMountain Asset Management, Inc. is a Colorado corporation which was incorporated on October 18, 2007. We are a development stage company.
On November 19, 2007, we issued 290,000 restricted common shares for cash.
On November 20, 2007, we issued 235,000 restricted common shares for cash.
On November 28, 2007, we issued to WestMountain Blue, LLC, our largest shareholder, a total of 8,050,000 common shares at a cash price of $320,000, or $0.04 per share.
On November 30, 2007, we completed a private placement offering of our common shares under the provisions of Rule 504 and analogous Colorado securities laws. We raised a total of $48,675 in this private placement offering and sold a total of 486,750 shares.
Our plan is to act as an asset manager by raising, investing and managing private equity and direct investment funds. We plan to earn management fees based on the size of the funds that we oversee and incentive income based on the performance of these funds. Our company has no prior history of operating as an asset management advisory firm.
Our principal executive offices are located at 103 West Mountain, Fort Collins, Colorado 80524, and our telephone number is (970) 482-0783.
This Prospectus
We have undertaken several transactions the result of which has been the issuance of shares that have restrictions on their transferability. In order to provide those investors with liquidity for their shares, we are filing with the SEC this prospectus as part of a registration statement to register those securities. We will not receive any proceeds from any sales of these shares.
Common stock currently outstanding | 9,061,750 shares(1) |
Common stock offered by the selling stockholders | 736,750 shares |
| Use of proceeds | We will not receive any proceeds from the sale of common stock offered by this prospectus. |
________________
(1)Shares of common stock outstanding as of November 30, 2007.
You should carefully consider the risks and uncertainties described below and the other information in this prospectus 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 are recently formed, have no operating history, and have never been profitable. As a result, we may never become profitable, and, as a result, we could go out of business.
We were formed as a Colorado business entity in October, 2007. At the present time, we are recently formed and have never been profitable. There can be no guarantee that we will ever be profitable. We cannot guarantee we will ever develop revenue. Even if we develop revenue, there is no assurance that we will become a profitable company. We may never become profitable, and, as a result, we could go out of business.
Because we had incurred a loss and have no current operations, our accountants have expressed doubts about our ability to continue as a going concern.
For our audit dated November 30, 2007, our accountants have expressed doubt about our ability to continue as a going concern as a result of lack of history of operations, limited assets, and operating losses since inception. Our ability to achieve and maintain profitability and positive cash flow is dependent upon:
| �� | our ability to find suitable investments; and |
| Ÿ | our ability to generate revenues. |
Based upon current plans, we expect to incur operating losses in future periods because we will be incurring expenses and not generating sufficient revenues. We expect our operating costs to range between $60,000 and $100,000 for the fiscal year ending December 31, 2008. We cannot guarantee that we will be successful in generating sufficient revenues or other funds in the future to cover these operating costs. Failure to generate sufficient revenues will cause us to go out of business.
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 no operating history. An investor has no frame of reference to evaluate our future business prospects. This makes it difficult, if not impossible, to evaluate us as an investment. An investor could lose his entire investment if our future business prospects do not result in our ever becoming profitable.
If we do not generate adequate revenues to finance our operations, our business may fail.
We have not generated revenues from our inception. As of November 30, 2007, we had a cash position of $366,565. We anticipate that operating costs will range between $60,000 and $100,000, for the fiscal year ending December 31, 2008. These operating costs include insurance, taxes, utilities, maintenance, contract services and all other costs of operations. We will use contract employees who will be paid on an hourly basis as each investment transaction is evaluated. However, the operating costs and expected revenue generation are difficult to predict. We expect to generate revenues in the next twelve months from making investments and receiving fees for the placement of capital. 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 operating history, raising additional funds may be difficult.
Competition in the investment industry is intense.
Our business plan involves acting as an investment manager. 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 8,050,000 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 our Secretary-Treasurer and the continued financing of WestMountain Blue, LLC.
We depend almost entirely on the efforts and continued employment of Mr. Klemsz, our President and Secretary-Treasurer. Mr. Klemsz is our primary executive officer, and we will depend on him for nearly all aspects of our operations. In addition, WestMountain Blue, LLC, is our only source of financing. We do not have an employment contract with Mr. Klemsz, and we do not carry key person insurance on his life. The loss of the services of 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 Mr. Klemsz and a financing source to replace WestMountain Blue, LLC.
Our revenue and profitability fluctuate, particularly inasmuch as we cannot predict the timing of realization events in our business, which may make it difficult for us to achieve steady earnings growth on a quarterly basis and may cause volatility in the price of our shares.
We may experience significant variations in revenues and profitability during the year and among years because we are paid incentive income from certain funds only when investments are realized, rather than periodically on the basis of increases in the funds’ net asset values. The timing and receipt of incentive income generated by our funds is event driven and thus highly variable, which contributes to the volatility of our revenue, and our ability to realize incentive income from our funds may be limited. We cannot predict when, or if, any realization of investments will occur. If we were to have a realization event in a particular quarter, it may have a significant impact on our revenues and profits for that particular quarter which may not be replicated in subsequent quarters. In addition, our investments are adjusted for accounting purposes to fair value at the end of each quarter, resulting in revenue attributable to our principal investments, even though we receive no cash distributions from our funds, which could increase the volatility of our quarterly earnings.
Difficult market conditions can adversely affect our funds in many ways, including by reducing the value or performance of the investments made by our funds and reducing the ability of our funds to raise or deploy capital, which could materially reduce our revenue and results of operations.
If economic conditions are unfavorable our funds may not perform well and we may not be able to raise money in existing or new funds. Our funds are materially affected by conditions in the global financial markets and economic conditions throughout the world. The global market and economic climate may deteriorate because of many factors beyond our control, including rising interest rates or inflation, terrorism or political uncertainty. In the event of a market downturn, our businesses could be affected in different ways. Our funds may face reduced opportunities to sell and realize value from their existing investments, and a lack of suitable investments for the funds to make. In addition, adverse market or economic conditions as well as a slowdown of activities in a particular sector in which portfolio companies of these funds operate could have an adverse effect on the earnings of those portfolio companies, and therefore, our earnings.
A general market downturn, or a specific market dislocation, may cause our revenue and results of operations to decline by causing:
| | • | the net asset value of the assets under management to decrease, lowering management fees; |
| | • | lower investment returns, reducing incentive income; |
| | • | material reductions in the value of our fund investments in portfolio companies which reduce our ‘‘surplus’’ and, therefore, our ability to realize incentive income from these investments; and |
| | • | investor redemptions, resulting in lower fees. |
Furthermore, while difficult market conditions may increase opportunities to make certain distressed asset investments, such conditions also increase the risk of default with respect to investments held by our funds with debt investments.
The success of our business depends, in large part, upon the proper selection of investments, which may be difficult to find, acquire and develop.
We believe that the identification, acquisition and development of appropriate investments are key drivers of our business. Our success depends, in part, on our ability to obtain these investments under favorable terms and conditions and have them increase in value. We cannot assure you that we will be successful in our attempts to find, acquire, and/or develop appropriate investments, will not be challenged by competitors which may put us at a disadvantage. Further, we cannot assure you that others will not independently develop similar or superior programs or investments, which may imperil our profitability.
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 no experience as a public company.
We have never operated as a public company. We have no 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 involves the identification, acquisition and development of investments, we may be required to register as an investment company under the Investment Company Act of 1940 or the Investment Advisors Act and analogous state law. While we believe that we are currently either not an investment company or an investment advisor or are exempt from registration as an investment company under the Investment Company Act of 1940 or the Investment Advisors Act and analogous state law, either the SEC or state regulators, or both, may disagree and could require registration either immediately or at some point in the future. As a result, there could be an increased regulatory burden on us which could negatively affect the price and trading of our securities.
Our stock has no public trading market and there is no guarantee a trading market will ever develop for our securities.
There has been, and continues to be, no 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.
.
Of our total outstanding shares as of November 30, 2007, a total of 8,325,000, or approximately 91.9%, will be restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our common stock to drop significantly, even if our business is doing well.
As restrictions on resale end, the market price of our stock could drop significantly if the holders of restricted shares sell them or are perceived by the market as intending to sell them.
Applicable SEC rules governing the trading of “Penny Stocks” limit the liquidity of our common stock, which may affect the trading price of our common stock.
Our common stock is currently not quoted in any market. If our common stock becomes quoted, we anticipate that it will trade 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.
The shares being offered 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.
Resale Limitations imposed by most states will limit the ability of our shareholders to sell their securities unless they are Colorado residents.
The only state in which we plan to register this offering is Colorado. As a result, our selling shareholders may be limited in the sale of their Shares. The laws of most states require either an exemption from prospectus and registration requirements of the securities laws to sell their shares or registration for sale by this prospectus. These restrictions will limit the ability of non-residents of Colorado to sell the securities. Residents of other states must rely on available exemptions to sell their securities, such as Rule 144, and if no exemptions can be relied upon, then the selling shareholders may have to hold the securities for an indefinite period of time. Shareholders of states other than Colorado should consult independent legal counsel to determine the availability and use of exemptions to re-sell their securities.
Issuances of our stock could dilute current shareholders and adversely affect the market price of our common stock, if a public trading market develops.
We have the authority to issue up to 50,000,000 shares of common stock, 1,000,000 shares of preferred stock, and to issue options and warrants to purchase shares of our common stock without stockholder approval. Although no financing is planned currently, we may need to raise additional capital to fund operating losses. If we raise funds by issuing equity securities, our existing stockholders may experience substantial dilution. In addition, we could issue large blocks of our common stock to fend off unwanted tender offers or hostile takeovers without further stockholder approval.
The issuance of preferred stock by our board of directors could adversely affect the rights of the holders of our common stock. An issuance of preferred stock could result in a class of outstanding securities that would have preferences with respect to voting rights and dividends and in liquidation over the common stock and could, upon conversion or otherwise, have all of the rights of our common stock. Our board of directors' authority to issue preferred stock could discourage potential takeover attempts or could delay or prevent a change in control through merger, tender offer, proxy contest or otherwise by making these attempts more difficult or costly to achieve.
Colorado law and our Articles of Incorporation protect our directors from certain types of lawsuits, which could make it difficult for us to recover damages from them in the event of a lawsuit.
Colorado law provides that our directors will not be liable to our company or to our stockholders for monetary damages for all but certain types of conduct as directors. Our Articles of Incorporation require us to indemnify our directors and officers against all damages incurred in connection with our business to the fullest extent provided or allowed by law. The exculpation provisions may have the effect of preventing stockholders from recovering damages against our directors caused by their negligence, poor judgment or other circumstances. The indemnification provisions may require our company to use our assets to defend our directors and officers against claims, including claims arising out of their negligence, poor judgment, or other circumstances.
We do not expect to pay dividends on common stock.
We have not paid any cash dividends with respect to our common stock, and it is unlikely that we will pay any dividends on our common stock in the foreseeable future. Earnings, if any, that we may realize will be retained in the business for further development and expansion.
This prospectus relates to the resale of our common stock that may be offered and sold from time to time by the selling stockholders. We will not receive any proceeds from the sale of shares of common stock in this offering.
DETERMINATION OF OFFERING PRICE
These shares of common stock may be sold by the selling stockholders from time to time in the over-the-counter market or on other national securities exchanges or automated interdealer quotation systems on which our common stock may be listed or quoted, through negotiated transactions or otherwise at market prices prevailing at the time of sale or at negotiated prices. The distribution of the shares by the selling stockholders is not subject to any underwriting agreement. The selling stockholders will sell their shares at the initial offering price of $0.10 per share until the shares are traded on the OTC Bulletin Board or a national securities exchange, at which point the selling shareholders may sell the registered shares at the prevailing market price for the shares at the time of sale. We will file a post-effective amendment to this registration statement to reflect a change to the market price when the shares begin trading on a market.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Holders
As of November 30, 2007, there were sixty-two record holders of our common stock and there were 9,061,750 shares of our common stock outstanding. No public market currently exists for shares of our common stock. We intend to apply to have our common stock listed for quotation on the Over-the-Counter Bulletin Board.
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. The shares offered by this prospectus constitute penny stock under the Securities and Exchange Act. The shares will remain penny stocks 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.
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
We have no outstanding stock options or other equity compensation plans.
Reports
Once our registration statement under Form SB-2 has been declared effective, we will be subject to certain reporting requirements and will furnish annual financial reports to our stockholders, certified by our independent accountants, and will furnish unaudited quarterly financial reports in our quarterly reports filed electronically with the SEC. All reports and information filed by us can be found at the SEC website, www.sec.gov.
Stock Transfer Agent
The stock transfer agent for our securities is X-Clearing Corp, of Denver, Colorado. Their address is 535 Sixteenth Street, Suite 810, Denver, Colorado 80202. Their phone number is (303)573-1000.
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.
MANAGEMENT’S DISCUSSION AND ANALYSIS
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 of this prospectus. 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.
The following table provides selected financial data about us from inception October 18, 2007 through November 30, 2007. For detailed financial information, see the audited Financial Statements included in this prospectus.
Balance Sheet Data: at November 30, 2007 | | | |
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| Cash | | $ | 366,565 | |
| | | | |
| Total liabilities | | $ | 13,210 | |
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Operating Data: at November 30, 2007 | | | |
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| General and administrative expenses | | $ | 13,210 | |
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Results of Operations.
From our inception on October 18, 2007 through November 30, 2007, we generated no revenue. As a result we have no operating history upon which to evaluate our business. We had a net loss of $13,210 for this period.
Our accountants have expressed doubt about our ability to continue as a going concern as a result of our history of net loss. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to successfully develop investments and our ability to generate revenues.
Operating expenses, which consisted solely of general and administrative expenses for the period from our inception on October 18, 2007 through November 30, 2007 was $13,210. The major components of general and administrative expenses include professional fees related to the filing of public documents and reports.
As a result of the foregoing, we had a net loss of $13,210 for the period from our inception on October 18, 2007 through November 30, 2007.
We currently have no revenue but continue to develop our plan.
Because we do not pay salaries, and our major professional fees have been paid for the year, operating expenses are expected to remain fairly constant.
To try to operate at a break-even level based upon our current level of proposed business activity, we believe that we must generate approximately $50,000 in revenue per year. However, if our forecasts are inaccurate, we will need to raise additional funds. In the event that we need additional capital, WestMountain Blue, LLC has agreed to loan such funds as may be necessary through December 31, 2008 for working capital purposes.
On the other hand, we may choose to scale back our operations to operate at break-even with a smaller level of business activity, while adjusting our overhead to meet the revenue from current operations. In addition, we expect that we will need to raise additional funds if we decide to pursue more rapid expansion, the development of new or enhanced services or products, appropriate responses to competitive pressures, or the acquisition of complementary businesses or technologies, or if we must respond to unanticipated events that require us to make additional investments. We cannot assure that additional financing will be available when needed on favorable terms, or at all.
We expect to incur operating losses in future periods because we will be incurring expenses and not generating sufficient revenues. We expect approximately $50,000 in operating costs over the next twelve months. We cannot guarantee that we will be successful in generating sufficient revenues or other funds in the future to cover these operating costs. Failure to generate sufficient revenues or additional financing when needed could cause us to go out of business.
Liquidity and Capital Resources.
As of November 30, 2007, we had cash or cash equivalents of $366,565.
Net cash provided by operating activities was $-0- from our inception on October 18, 2007 through November 30, 2007.
Cash flows used in investing activities were $4,750 from our inception on October 18, 2007 through November 30, 2007.
Cash flows provided by financing activities were $371,315 from our inception on October 18, 2007 through November 30, 2007. These cash flows were all related to sales of stock,
Over the next twelve months we do not expect any material our capital costs to develop operations. We plan to buy office equipment to be used in our operations.
We believe that we have sufficient capital in the short term for our current level of operations. This is because we believe that we can develop sufficient revenue within our present organizational structure and resources to become profitable in our operations. We do not anticipate needing to raise additional capital resources in the next twelve months In the event that we need additional capital, WestMountain Blue, LLC has agreed to loan such funds as may be necessary through December 31, 2008 for working capital purposes.
Our principal source of liquidity will be our operations. We expect variation in revenues to account for the difference between a profit and a loss. Also business activity is closely tied to the U.S. economy. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to successfully develop investments and our ability to generate revenues.
In any case, we try to operate with minimal overhead. Our primary activity will be to seek to act as an asset manager by raising, investing and managing private equity and direct investment funds. If we succeed in generating sufficient revenues, we will become profitable. We cannot guarantee that this will ever occur. Our plan is to build our company in any manner which will be successful.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements with any party.
Plan of Operation.
Our plan for the twelve months beginning January 1, 2008 is to make a profit by December 31, 2008. Our company has no prior history of operating as an asset manager.
We are a development stage company. We plan to act as an investment asset manager 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, we plan to earn management fees based on the size of the funds that we manage and incentive income based on the performance of these funds. We do not plan to focus on any particular industry but will look at any and all opportunities. We will screen investments with emphasis towards finding opportunities with long term potential.
We will develop a proprietary investment screening process to make our investments. This process will be based upon the experience of Mr. Klemsz and outside consultants as we develop our company. This process has not been developed at this time.
If we are not successful in our operations we will be faced with several options:
1. | Cease operations and go out of business; |
2. | Continue to seek alternative and acceptable sources of capital; |
3. | Bring in additional capital that may result in a change of control; or |
4. | Identify a candidate for acquisition that seeks access to the public marketplace and its financing sources |
Currently, we believe that we have sufficient capital to implement our proposed business operations or to sustain them through December 31, 2008. If we can become profitable, we could operate at our present level indefinitely. To date, we have never had any discussions with any possible acquisition candidate nor have we any intention of doing so.
We plan to operate out of one office in Colorado. We have no specific plans at this point for additional offices.
In order to adequately develop our business plan, we need people, permanence, capital and currency. As a public company, we believe that we will be best positioned to meet each of these goals:
| | • | People— to increase our ability to provide financial incentives to our future employees through the issuance of publicly-traded equity securities that represent the value and performance of the company as a whole. In a highly competitive market for professional talent, publicly-traded equity securities provide us with a valuable additional compensation tool; |
| | • | Permanence— to solidify our institutional presence as a manager. Being a public asset manager will benefit us as institutions and individuals increase their understanding of our operations; |
| | • | Capital— to more efficiently access capital that we can use to grow our businesses and develop new investments; and |
| | • | Currency— to provide us with a publicly-traded equity security that we can use to finance future strategic acquisitions. |
Proposed Milestones to Implement Business Operations
At the present time, we plan to operate from one location in Fort Collins, Colorado. Our plan is to make our operation profitable by December 31, 2008. We estimate that we must generate approximately $50,000 in revenues per year to be profitable.
We believe that we can be profitable or at break even by the end of our next fiscal year, assuming sufficient revenues. Based upon our current plans, we have adjusted our operating expenses so that cash generated from operations and from working capital financing is expected to be sufficient for the foreseeable future to fund our operations at our currently forecasted levels. To try to operate at a break-even level based upon our current level of anticipated business activity, we believe that we must generate approximately $50,000 in revenue per year. However, if our forecasts are inaccurate, we may need to raise additional funds. Our resources consist of our available cash. In addition, WestMountain Blue, LLC agreed to loan such additional funds as may be necessary through December 31, 2008 for working capital purposes. On the other hand, we may choose to scale back our operations to operate at break-even with a smaller level of business activity, while adjusting our overhead to meet the revenue from current operations. In addition, we expect that we will need to raise additional funds if we decide to pursue more rapid expansion, the development of new or enhanced services and products, appropriate responses to competitive pressures, or the acquisition of complementary businesses or technologies, or if we must respond to unanticipated events that require us to make additional investments. We cannot assure that additional financing will be available when needed on favorable terms, or at all.
We expect to incur operating losses in future periods because we will be incurring expenses and not generating sufficient revenues. We expect approximately $50,000 in operating costs over the next twelve months. We cannot guarantee that we will be successful in generating sufficient revenues or other funds in the future to cover these operating costs. Failure to generate sufficient revenues or additional financing when needed could cause us to go out of business
In the next 12 months, we do not intend to spend any material funds on research and development and do not intend to purchase any large equipment.
Recently Issued Accounting Pronouncements.
We do not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our net results of operations, financial position, or cash flows.
Seasonality.
We do not expect our revenues to be impacted by seasonal demands for our services.
General
WestMountain Asset Management, Inc. is a Colorado corporation which was incorporated on October 18, 2007. We are a development stage company. We plan to act as an asset manager.
On November 19, 2007, we issued 290,000 restricted common shares for cash.
On November 20, 2007, we issued 235,000 restricted common shares for cash.
On November 28, 2007, we issued to WestMountain Blue, LLC, our largest shareholder, a total of 8,050,000 common shares at a cash price of $320,000, or $0.04 per share.
On November 30, 2007, we completed a private placement offering of our common shares under the provisions of Rule 504 and analogous Colorado securities laws. We raised a total of $48,675 in this private placement offering and sold a total of 486,750 shares.
Our principal executive offices are located at 103 West Mountain, Fort Collins, Colorado 80524, and our telephone number is (970) 482-0783.
Organization
We are comprised of one corporation. All of our operations are conducted through this corporation.
Overview of our Proposed Operations
Our plan is to act as an asset manager by raising, investing and managing private equity and direct investment funds. We plan to earn management fees based on the size of the funds that we oversee and incentive income based on the performance of these funds. Our company has no prior history of operating as an asset management advisory firm.
Our initial office is leased from a member of the limited liability company, WestMountain Blue, LLC, which owns a majority of our shares. Currently, we pay no rent for this office space. We plan to occupy separate office facilities and obtain office furniture and equipment at some future date, depending upon the development of our business plan. We also plan to develop a proprietary investment screening process to make our investments. This process will be based upon the experience of our management team and outside consultants. This process has not been developed at this time.
Private equity and direct investment funds generally refer to portfolios of non-actively traded common equity, preferred stock or mezzanine or distressed debt securities of private companies, but such funds may include investments in such equity or debt securities of public companies. Private equity funds also may include investments that constitute either control or minority positions in private companies or investments in an array of real estate securities or assets, including those made through special purpose funds that have risk-return characteristics similar to those of other private equity investments and venture capital investments. Private equity fund managers often seek to exploit dislocations in the market when other investors do not recognize the value of a certain company or security. These investments may include significant changes to a company’s capital structure through the use of borrowed capital, a strategy referred to as a ‘‘leveraged buyout’’. In certain cases, private equity funds engage in the acquisition and delisting of public companies.
Private equity and direct investment funds are typically structured as unregistered limited partnership funds that obtain commitments from certain qualified investors to invest a specified amount of equity capital on their behalf. These funds are typically ten year fixed-lived vehicles with provisions to extend if appropriate. Investors’ capital is typically called by the fund as investments are made over the first three to six years of the fund’s term. Investors’ capital is returned through distributions and when those investments are subsequently liquidated. Liquidation typically occurs within five to eight years. Typical private equity fund investors are high net worth individuals and institutions. Private equity fund managers typically earn fees as follows: (i) management fees on committed or contributed capital, (ii) transaction and monitoring fees as capital is invested and (iii) fees based on the net profits of the fund, often subject to a preferred return for investors and contingent repayment based on actual realized performance of the fund at the time of liquidation. Private equity fund managers may from time to time commit a portion of their own capital to the funds they manage.
According to Thomson Venture Economics, there are currently over 1,800 private equity funds in existence globally. Private equity funds have experienced significant inflows recently, with over $400 billion of capital raised in the U.S. since the beginning of 2002, according to Thomson Financial.
We plan to act as an investment asset manager 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, we plan to earn management fees based on the size of the funds that we manage and incentive income based on the performance of these funds. We do not plan to focus on any particular industry but will look at any and all opportunities.
When making investments, we will primarily focus on working with small companies that require expansion or growth capital. We will screen investments with emphasis towards finding opportunities with long term potential based upon technology, first mover, or market value add business plans.
We are presently planning to develop and implement a web site based operation to gather additional potential investment opportunities beyond what we can generate through our network of contacts. We also plan to utilize the most current technology to analyze investments. We believe the technology will assist in the analysis of each opportunity.
We plan to operate out of one office in Colorado. We have no specific plans at this point for additional offices.
If we are not successful in our operations we will be faced with several options:
1. | Cease operations and go out of business; |
2. | Continue to seek alternative and acceptable sources of capital; |
3. | Bring in additional capital that may result in a change of control; or |
4. | Identify a candidate for acquisition that seeks access to the public marketplace and its financing sources |
Currently, we believe that we have sufficient capital to implement our proposed business operations or to sustain them through December 31, 2008. If we can become profitable, 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.
Development
We plan to utilize our relationships for referrals and the expertise of third party independent contractors who we plan to hire to develop investment opportunities. Each contractor will be expected to utilize her or his previous contacts in business to develop potential investment opportunities. We will pay an introduction fee to contractors for successful investments. However, Mr. Klemsz initially plans to use his contacts to generate prospects. We may eventually hire employees for this function. We currently use no one to solicit potential investments.
Patents and Trademarks
We do not currently have any patents or trademarks. If we determine it is feasible to file for such patent or trademark protection, we still have no assurance that doing so will prevent competitors from using the same or similar technology, names, marks, concepts or appearance.
Clients and Competition
Our business plan involves acting as an asset manager for private equity and direct investment funds. 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 identify investments as well as raise capital through partnership structures in this highly competitive environment. We cannot guarantee that we will be able to do so successfully.
Over the past several years, the size and number of companies such as ours has continued to increase. If this trend continues, it is possible that it will become increasingly difficult for us to raise funds to manage. More significantly, the allocation of increasing amounts of capital to alternative investment strategies by institutional and individual investors may lead to a reduction in profitable investment opportunities, including by driving prices for investments higher and increasing the difficulty of achieving targeted returns. In addition, if interest rates were to rise or there were to be a prolonged bull market in equities, the attractiveness of our funds relative to investments in other investment products could decrease. Competition is based on a variety of factors, including:
| | • | investment performance; |
| | • | investor perception of investment managers’ drive, focus and alignment of interest; |
| | • | quality of service provided to and duration of relationship with investors; |
| | • | business reputation; and |
| | • | level of fees and expenses charged for services. |
We compete in all aspects of our business with a large number of investment management firms, private equity fund sponsors, hedge fund sponsors and other financial institutions. A number of factors serve to increase our competitive risks:
| | • | investors may develop concerns that we will allow a business to grow to the detriment of its performance; |
| | • | some of our competitors have greater capital, lower targeted returns or greater sector or investment strategy specific expertise than we do, which creates competitive disadvantages with respect to investment opportunities; some of our competitors may perceive risk differently than we do which could allow them either to outbid us for investments in particular sectors or, generally, to consider a wider variety of investments; |
| | • | there are relatively few barriers to entry impeding new private equity and hedge fund management firms, and the successful efforts of new entrants into our various lines of business, including former ‘‘star’’ portfolio managers at large diversified financial institutions as well as such institutions themselves, will continue to result in increased competition; and |
| | • | other industry participants continuously seek to recruit our best and brightest investment professionals away from us. |
These and other factors could reduce our earnings and revenues and materially adversely affect our business.
Backlog
At November 30, 2007, we had no backlogs.
Employees
We have one full-time employee: Mr. Brian Klemsz, our President. Mr. Klemsz does not draw a salary or receive any other kind of compensation. However, we reimburse our employee 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 Directors separately for any Board meeting they attend.
Proprietary Information
We own no proprietary information.
Government Regulation
At some point, we may be required to file to become a registered investment advisor, but we do not expect government regulations or environmental laws 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.
Our principal executive offices are located at 103 West Mountain, Fort Collins, Colorado 80524, and our telephone number is (970) 482-0783. Our initial office is leased from a member of the limited liability company, WestMountain Blue, LLC, which owns a majority of our shares. Currently, we pay no rent for this office space. We plan to occupy separate office facilities and obtain office furniture and equipment at some future date, depending upon the development of our business plan. We own no real estate nor have plans to acquire any real estate.
DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS
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 |
| | | | | |
| Brian Klemsz | | 48 | | President, Treasurer, Director |
| | | | | |
Mr. Klemsz has been the Company’s President, Secretary-Treasurer, and sole Director since our inception. 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. Since 2005, he has also been the President, Secretary-Treasurer, and Director of Across America Financial Services, Inc., a public company which acts as a mortgage broker in commercial real estate transactions. He is currently also the President, Secretary-Treasurer, and sole Director of WestMountain Alternative Energy, Inc., WestMountain Distressed Debt, Inc., and WestMountain Index Advisor, Inc., which are newly incorporated companies in the process of becoming public. 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.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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 November 30, 2007, 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 9,061,750 common shares were issued and outstanding as of November 30, 2007.
Name and Address | Amount and Nature of | Percent of |
of Beneficial Owner | Beneficial Ownership(1)(2) | Class |
| | | |
| WestMountain Blue, LLC(3) | 8,050,000 | 88.8% |
| | |
Fort Collins, Colorado 80524 | | |
| | | |
| | |
| | |
Fort Collins, Colorado 80524 | | |
| | | |
All Officers and Directors as a Group | | |
| | |
______________
(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.
Executive Compensation
Our officers and directors do not receive any compensation for their services rendered to us, nor have they received such compensation in the past. As of the date of this registration statement, we have no funds available to pay the officers and directors. Further, the officers and directors are not accruing any compensation pursuant to any agreement with us. We have no plans to pay any compensation to our officers or directors in the future.
None of our officers and directors will receive any finder’s fee, either directly or indirectly, as a result of their respective efforts to implement our business plan outlined herein.
No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by us for the benefit of its employees.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Our principal executive offices are located at 103 West Mountain, Fort Collins, Colorado 80524, and our telephone number is (970) 482-0783. This office is leased from a member of the limited liability company, WestMountain Blue, LLC, which owns a majority of our shares. Currently, we pay no rent for this office space.
DESCRIPTION OF SECURITIES
We are authorized to issue 50,000,000 shares of Common Stock, par value $.0.001 per share, and 1,000,000 shares of Preferred Stock, par value $0.10 per share, to have such classes and preferences as our Board of Directors may determine from time to time. As of November 30, 2007, we had 9,061,750 shares of Common Stock issued and outstanding. No Preferred Stock has been issued or is outstanding as of the date hereof.
Common Stock
The holders of Common Stock have one vote per share on all matters (including election of Directors) without provision for cumulative voting. Thus, holders of more than 50% of the shares voting for the election of directors can elect all of the directors, if they choose to do so. The Common Stock is not redeemable and has no conversion or preemptive rights.
The Common Stock currently outstanding is validly issued, fully paid and non-assessable. In the event of our liquidation, the holders of Common Stock will share equally in any balance of our assets available for distribution to them after satisfaction of creditors and the holders of our senior securities, whatever they may be. We may pay dividends, in cash or in securities or other property when and as declared by the Board of Directors from funds legally available therefore, but we have paid no cash dividends on our Common Stock.
Preferred Stock
Under the Articles of Incorporation, the Board of Directors has the authority to issue non-voting Preferred Stock and to fix and determine its series, relative rights and preferences to the fullest extent permitted by the laws of the State of Colorado and such Articles of Incorporation. As of the date of this Registration Statement, no shares of Preferred Stock are issued or outstanding. The Board of Directors has no plan to issue any Preferred Stock in the foreseeable future.
Dividends
We do not expect to pay dividends. Dividends, if any, will be contingent upon our revenues and earnings, if any, capital requirements and financial conditions. The payment of dividends, if any, will be within the discretion of our Board of Directors. We presently intend to retain all earnings, if any, for use in its business operations and accordingly, the Board of Directors does not anticipate declaring any dividends in the foreseeable future.
The following table sets forth the shares beneficially owned, as of the date of this prospectus, by the selling stockholders prior to the offering contemplated by this prospectus, the number of shares each selling stockholder is offering by this prospectus and the number of shares which each selling stockholder would own beneficially if all such offered shares are sold. None of the selling stockholders is known to us to be a registered broker-dealer or an affiliate of a registered broker-dealer. Each of the selling stockholders has acquired his, her or its shares solely for investment and not with a view to or for resale or distribution of such securities. Beneficial ownership is determined in accordance with SEC rules and includes voting or investment power with respect to the securities.
Name(1) | Shares of common stock owned prior to the offering | Shares of common stock to be sold(2) | Shares of common stock owned after the offering | Percentage of common stock owned after this offering % |
| | | | | |
| | | | | |
| Samuel R. Ernst | 18,000 | 18,000 | - 0 - | - 0 - |
| Beth Axe | 2,500 | 2,500 | - 0 - | - 0 – |
| Stan & Nicole Javernick | 5,000 | 5,000 | - 0 - | - 0 – |
| Joni Troska | 30,000 | 30,000 | - 0 - | - 0 - |
| Wendy Hartzell | 10,000 | 10,000 | - 0 - | - 0 - |
| Bryon F. Wynn III | 5,000 | 5,000 | - 0 - | - 0 - |
| Caitlin Wacker | 500 | 500 | - 0 - | - 0 - |
| Rebecca Cramer | 2,500 | 2,500 | - 0 - | - 0 - |
| Robert D. Paul | 1,000 | 1,000 | - 0 - | - 0 - |
| Brooks Bentley | 2,500 | 2,500 | - 0 - | - 0 - |
| Renee & Greg Hanson | 500 | 500 | - 0 - | - 0 - |
| Jennifer M. Crutchfield | 500 | 500 | - 0 - | - 0 - |
| Charles Amburn | 2,500 | 2,500 | - 0 - | - 0 - |
| Gwen Garrison | 500 | 500 | - 0 - | - 0 - |
| Merry Hummell | 30,000 | 30,000 | - 0 - | - 0 - |
| Roger A. & Susan D. Warren | 30,000 | 30,000 | - 0 - | - 0 - |
| Albert C. Yates | 10,000 | 10,000 | - 0 - | - 0 - |
| David L. Lavigne | 500 | 500 | - 0 - | - 0 - |
| C Gerard Nalezny & Pennie M. Nalezny | 15,000 | 15,000 | - 0 - | - 0 - |
| Joseph A. Lavigne | 500 | 500 | - 0 - | - 0 - |
| Steve & Leslie Taylor | 15,000 | 15,000 | - 0 - | - 0 - |
| Barry W. Schmitt | 10,000 | 10,000 | - 0 - | - 0 - |
| Ann L. Schmitt | 10,000 | 10,000 | - 0 - | - 0 - |
| Kelly Ann Schmitt (UTMA/CO account) | 5,000 | 5,000 | - 0 - | - 0 - |
| David L. Diehl | 30,000 | 30,000 | - 0 - | - 0 - |
| Bryan & Julie Willson | 20,000 | 20,000 | - 0 - | - 0 - |
| Dan Eckles | 30,000 | 30,000 | - 0 - | - 0 - |
| Richy & Teresita Bjelkevig | 15,000 | 15,000 | - 0 - | - 0 - |
| Gary & Dee Emmerson | 5,000 | 5,000 | - 0 - | - 0 - |
| Joseph X. Jenkins & Kristynn M. Jenkins | 10,000 | 10,000 | - 0 - | - 0 - |
| Nathan Lorenz | 4,000 | 4,000 | - 0 - | - 0 - |
| Paul & Anne Hudnut | 20,000 | 20,000 | - 0 - | - 0 - |
| Robert J. Richmeier, Jr. | 500 | 500 | - 0 - | - 0 - |
| J. David Holland Jr. | 500 | 500 | - 0 - | - 0 - |
| Valeri Pappas | 500 | 500 | - 0 - | - 0 - |
| Scott W. Wilkinson | 500 | 500 | - 0 - | - 0 - |
| Ellen C. Husband | 500 | 500 | - 0 - | - 0 - |
| James W. Creamer III | 1,250 | 1,250 | - 0 - | - 0 - |
| Matthew T. Ramsey | 1,000 | 1,000 | - 0 - | - 0 - |
| Denis J. & Cheryl M. Rice | 25,000 | 25,000 | - 0 - | - 0 - |
| Kenneth P. Munsch | 25,000 | 25,000 | - 0 - | - 0 - |
| Mary E. Klein | 1,000 | 1,000 | - 0 - | - 0 - |
| Matthew K. Stone | 1,000 | 1,000 | - 0 - | - 0 - |
| James R. Smith | 10,000 | 10,000 | - 0 - | - 0 - |
| Jaime S. Whitlock | 2,500 | 2,500 | - 0 - | - 0 - |
| Bernard M. Collett | 11,250 | 11,250 | - 0 - | - 0 - |
| Charlene S. Collett | 11,250 | 11,250 | - 0 - | - 0 - |
| Chris Thompson | 10,000 | 10,000 | - 0 - | - 0 - |
| Lisa K. Collett | 10,000 | 10,000 | - 0 - | - 0 - |
| Mattison C. Sperry | 1,500 | 1,500 | - 0 - | - 0 - |
| Christine Kanouff | 500 | 500 | - 0 - | - 0 - |
| Gary Ceriani | 10,000 | 10,000 | - 0 - | - 0 - |
| Christopher Holloway | 500 | 500 | - 0 - | - 0 - |
| Jodi K. Stevens | 2,500 | 2,500 | - 0 - | - 0 - |
| Anabelle G. Stevens | 2,500 | 2,500 | - 0 - | - 0 - |
| Robert L. Stevens(3) | 2,500 | 2,500 | - 0 - | - 0 - |
| Abigail R. Stevens | 2,500 | 2,500 | - 0 - | - 0 - |
| Ajay Menon | 10,000 | 10,000 | - 0 - | - 0 - |
| Edward R. Gorab | 500 | 500 | - 0 - | - 0 - |
| Michael J. McCloskey | 1,000 | 1,000 | - 0 - | - 0 – |
| Technology Partners, LLC(3) | 50,000 | 50,000 | - 0 - | - 0 – |
| David Wagner & Associates, P.C(4) | 200,000 | 200,000 | - 0 - | - 0 – |
| | | | | |
| Total | 736,750 | 736,750 | | |
________________________
| | (1) | All shares are owned of record and beneficially unless otherwise indicated. Beneficial ownership information for the selling stockholders is provided as of November 30, 2007, based upon information provided by the selling stockholders or otherwise known to us. |
| | (2) | Assumes the sale of all shares of common stock registered pursuant to this prospectus. The selling stockholders are under no obligation known to us to sell any shares of common stock at this time. |
| | (3) | The company is controlled by Robert Stevens and Paul Enright. |
| | (4) | The company is owned by David Wagner. |
The selling stockholders may, from time to time, sell any or all of their shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. If the shares of common stock are sold through underwriters or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commission or agent’s commissions. The selling stockholders have advised us that they will sell the shares of common stock from time to time in the open market, at the initial offering price of $0.10 per share, which was the price the majority of the selling stockholders paid for their shares, until the shares are quoted on the OTC Bulletin Board or national securities exchange, at which point the selling securities holders may sell the registered shares at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or negotiated prices. The selling stockholders may use any one or more of the following methods when selling shares:
| • | any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; |
| • | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| • | blostocttrades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
| • | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
| • | transactions otherwise than on these exchanges or systems or in the over-the-counter market; |
| • | through the writing of options, whether such options are listed on an options exchange or otherwise; |
| • | an exchange distribution in accordance with the rules of the applicable exchange; |
| • | privately negotiated transactions; |
| • | broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; |
| • | a combination of any such methods of sale; and |
| • | any other method permitted pursuant to applicable law. |
The selling stockholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.
The selling stockholders may also engage in short sales against the box, puts and calls and other transactions in our securities or derivatives of our securities and may sell or deliver shares in connection with these trades.
Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Any profits on the resale of shares of common stock by a broker-dealer acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, attributable to the sale of shares will be borne by a selling stockholder. The selling stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares if liabilities are imposed on that person under the Securities Act.
In connection with the sale of the shares of common stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of common stock in the course of hedging in positions they assume.
The selling stockholders may also sell shares of common stock short and deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares. The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus after we have filed an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus.
The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the shares of common stock from time to time under this prospectus after we have filed an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus. The selling stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, such broker-dealers or agents and any profit realized on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of common stock is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of shares of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or re-allowed or paid to broker-dealers. Under the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers.
In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. There can be no assurance that any selling stockholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part.
Each selling stockholder has informed us that it does not have any agreement or understanding, directly or indirectly, with any person to distribute the common stock. None of the selling stockholders who are affiliates of broker-dealers, other than the initial purchasers in private transactions, purchased the shares of common stock outside of the ordinary course of business or, at the time of the purchase of the common stock, had any agreements, plans or understandings, directly or indirectly, with any person to distribute the securities.
We are paying all fees and expenses incident to the registration of the shares of common stock. Except as provided for indemnification of the selling stockholders, we are not obligated to pay any of the expenses of any attorney or other advisor engaged by a selling stockholder. We have not agreed to indemnify any selling stockholders against losses, claims, damages and liabilities, including liabilities under the Securities Act.
If we are notified by any selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares of common stock, if required, we will file a supplement to this prospectus. If the selling stockholders use this prospectus for any sale of the shares of common stock, they will be subject to the prospectus delivery requirements of the Securities Act.
The anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of our common stock and activities of the selling stockholders, which may limit the timing of purchases and sales of any of the shares of common stock by the selling stockholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in passive market-making activities with respect to the shares of common stock. Passive market making involves transactions in which a market maker acts as both our underwriter and as a purchaser of our common stock in the secondary market. All of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the shares of common stock.
Once sold under the registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the hands of persons other than our affiliates.
There is no litigation pending or threatened by or against us.
The validity of the shares of common stock to be sold in the offering will be passed upon for us by the law firm of David Wagner & Associates, P.C. This firm owns 200,000 shares of our common stock.
Our financial statements as of and for the period ended November 30, 2007 included herein and elsewhere in the prospectus have been audited by Cordovano and Honeck LLP independent certified public accountants, to the extent set forth in their report appearing herein and elsewhere in the prospectus. Such financial statements have been so included in reliance upon the report of such firm given upon their authority as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
Our filings are available to the public at the SEC’s web site at http://www.sec.gov. You may also read and copy any document with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Further information on the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.
We have filed a registration statement on Form SB-2 with the SEC under the Securities Act for the common stock offered by this prospectus. This prospectus does not contain all of the information set forth in the registration statement, certain parts of which have been omitted in accordance with the rules and regulations of the SEC. For further information, reference is made to the registration statement and its exhibits. Whenever we make references in this prospectus to any of our contracts, agreements or other documents, the references are not necessarily complete and you should refer to the exhibits attached to the registration statement for the copies of the actual contract, agreement or other document.
FINANCIAL STATEMENTS
The consolidated financial statements of WestMountain Asset Management, Inc. commencing on page F-1 are included with this prospectus. These financial statements have been prepared on the basis of accounting principles generally accepted in the United States and are expressed in US dollars.
WestMountain Asset Management, Inc.
(A Development Stage Company)
With Independent Accountant’s Audit Report
For the period October 18, 2007 (Inception) Through November 30, 2007
TABLE OF CONTENTS
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Independent Accountant’s Audit Report | |
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Statement of Shareholders’ Equity | |
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Notes to Financial Statements | |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders:
WestMountain Asset Management, Inc.
We have audited the accompanying balance sheet of WestMountain Asset Management, Inc. as of November 30, 2007, and the related statements of operations, changes in shareholders’ deficit and cash flows for the period from October 18, 2007 (inception) through November 30, 2007. 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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 financial statements referred to above present fairly, in all material respects, the financial position of WestMountain Asset Management, Inc. as of November 30, 2007, and the results of its operations and its cash flows for the period from October 18, 2007 (inception) through November 30, 2007 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has no history of operations, limited assets, and has incurred operating losses since inception, which raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Cordovano and Honeck LLP
Cordovano and Honeck LLP
Englewood, Colorado
December 14, 2007
WestMountain Asset Management, Inc.
(A Development Stage Company)
Balance Sheet
November 30, 2007
| | | | |
| Assets | | | |
| Cash and cash equivalents (note 6) | | $ | 366,565 | |
| Property and equipment (note 3) | | | 4,750 | |
| Total assets | | $ | 371,315 | |
| | | | | |
| | | | | |
| Liabilities and Shareholders' Equity | | | | |
| Liabilities | | | | |
| Accrued liabilities (note 1) | | $ | 13,210 | |
| Total liabilities | | | 13,210 | |
| | | | | |
| Shareholders' equity (note 4) | | | | |
| Preferred stock, $.10 par value; 1,000,000 shares authorized, | | | - | |
| -0- shares issued and outstanding | | | | |
| Common stock, $.001 par value; 50,000,000 shares authorized, | | | 9,062 | |
| 9,061,750 shares issued and outstanding | | | | |
| Additional paid-in-capital | | | 362,253 | |
| Deficit accumulated during development stage | | | (13,210 | ) |
| Total shareholders' equity | | | 358,105 | |
| | | | | |
| Total liabilities and shareholders equity | | $ | 371,315 | |
See accompanying notes to financial statements
WestMountain Asset Management, Inc.
(A Development Stage Company)
Statement of Operations
For the Period October 18, 2007 (Inception) Through November 30, 2007
| | | | |
| | | October 18, 2007 | |
| | | (Inception) | |
| | | Through | |
| | | November 30, 2007 | |
| | | | |
| Operating expenses: | | | |
| Selling, general and administrative (note 5) | | $ | 13,210 | |
| Total operating expenses | | | 13,210 | |
| | | | | |
| Loss before income taxes | | | (13,210 | ) |
| | | | | |
| Net loss | | $ | (13,210 | ) |
| | | | | |
| | | | | |
| Basic and diluted loss per share | | $ | (0.00 | ) |
| | | | | |
| Basic and diluted weighted average common | | | | |
| shares outstanding | | | 9,061,750 | |
See accompanying notes to financial statements
WestMountain Asset Management, Inc.
(A Development Stage Company)
Statement of Cash Flows
For the Period October 18, 2007 (Inception) Through November 30, 2007
| | | October 18, 2007 | |
| | | (Inception) | |
| | | Through | |
| | | November 30, 2007 | |
| Cash flows from operating activities: | | | |
| Net loss | | $ | (13,210 | ) |
| Adjustments to reconcile net loss to net cash used by operating activities: | | | | |
| Changes in operating assets and operating liabilities: | | | | |
| Accounts payable and accrued liabilities | | | 13,210 | |
| Net cash provided by operating activities | | | — | |
| | | | | |
| Cash flows from investing activities: | | | | |
| Payments for property and equipment | | | (4,750 | ) |
| Net cash (used in) investing activities | | | (4,750 | ) |
| | | | | |
| Cash flows from financing activities: | | | | |
| Proceeds from sale of common stock | | | 371,315 | |
| Net cash provided by financing activities | | | 371,315 | |
| | | | | |
| Net change in cash | | | 366,565 | |
| | | | | |
| Cash and cash equivalents, beginning of period | | | — | |
| | | | | |
| Cash and cash equivalents, end of period | | $ | 366,565 | |
| | | | | |
| Supplemental disclosure of cash flow information: | | | | |
| Cash paid during the period for: | | | | |
| Income taxes | | $ | — | |
| Interest | | $ | — | |
See accompanying notes to financial statements
WestMountain Asset Management, Inc.
(A Development Stage Company)
Statement of Changes in Shareholders' Equity
For the Period October 18, 2007 (Inception) Through November 30, 2007
| | | Preferred Stock | | | Common Stock | | | | | | Deficit Accumulated During | | | | |
| | | Shares | | | | | Shares | | | | | | | | | Development Stage | | | Total | |
| Balance at October 18, 2007 | | | - | | | $ | - | | | | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
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November 19, 2007 common stock shares sold | | | | | | | | | | | | | | | | | |
| at $0.001 per share | | | - | | | | - | | | | 290,000 | | | | 290 | | | | - | | | | - | | | | 290 | |
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November 20, 2007 common stock shares sold | | | | | | | | | | | | | | | | | |
| at $0.01 per share | | | - | | | | - | | | | 235,000 | | | | 235 | | | | 2,115 | | | | - | | | | 2,350 | |
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November 28, 2007 common stock shares sold | | | | | | | | | | | | | | | | | |
| at $0.04 per share | | | - | | | | - | | | | 8,050,000 | | | | 8,050 | | | | 311,950 | | | | - | | | | 320,000 | |
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November 30, 2007 common stock shares sold | | | | | | | | | | | | | | | | | |
| at $0.10 per share | | | - | | | | - | | | | 486,750 | | | | 487 | | | | 48,188 | | | | - | | | | 48,675 | |
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Net loss, October 18, 2007 (inception) through | | | - | | | | - | | | | - | | | | - | | | | - | | | | (13,210 | ) | | | (13,210 | ) |
| November 30, 2007 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| Balance at November 30, 2007 | | | - | | | $ | - | | | | 9,061,750 | | | $ | 9,062 | | | $ | 362,253 | | | $ | (13,210 | ) | | $ | 358,105 | |
See accompanying notes to financial statements
WestMountain Asset Management, Inc.
(A Development Stage Company)
Notes to Financial Statements
For the Period October 18, 2007 (Inception) Through November 30, 2007
(1) Nature of Organization and Summary of Significant Accounting Policies
Nature of Organization and Basis of Presentation
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.
The Company is a development stage enterprise in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 7, “Accounting and Reporting by Development Stage Enterprises”. The company’s plan is to act as an asset management investment advisory firm by raising, investing and managing private equity and direct investment funds. The Company plans to earn management fees based on the size of the funds that it oversees and incentive income based on the performance of these funds.
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.
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.
Use of Estimates
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.
Cash and Cash Equivalents
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 at November 30, 2007.
Financial Instruments
The Company’s financial instruments consist of cash and accrued liabilities. At November 30, 2007, the fair value of the Company’s financial instruments approximate fair value due to the short-term maturity of the instruments.
Property, Equipment and Depreciation
Property and equipment are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets, ranging from three to seven 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 property and equipment, are capitalized and depreciated. Upon retirement or disposition of property and equipment, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the statements of operations.
WestMountain Asset Management, Inc.
(A Development Stage Company)
Notes to Financial Statements
For the Period October 18, 2007 (Inception) Through November 30, 2007
Loss per Common Share
The Company reports loss per share using a dual presentation of basic and diluted loss per share. Basic loss per share excludes the impact of common stock equivalents and is determined by dividing income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution that could occur if securities and other contracts to issue common stock were exercised or converted into common stock. At November 30, 2007, there were no variances between the basic and diluted loss per share as there were no potentially dilutive securities outstanding.
Income Taxes
The Company accounts for income taxes under the provisions of SFAS No. 109, “Accounting for Income Taxes” (“SFAS 109”). SFAS 109 requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the 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.
Fiscal Year-end
The Company operates on a December 31 year-end.
(2) Income Taxes
A reconciliation of the U.S. statutory federal income tax rate to the effective tax rate is as follows:
| | | November 30, | |
| | | 2007 | |
U.S. statutory federal rate | | | 15.00 | % |
State income tax rate, net of federal benefit | | | 3.94 | % |
| Net operating loss for which no tax | | | | |
| benefit is currently available | | | -18.94 | % |
| | | | 0.00 | % |
At November 30, 2007, deferred tax assets consisted of a net tax asset of $2,502, based on an operating loss inception to date of $13,210, which was fully allowed for, in the valuation allowance of $2,502. The valuation allowance offsets the net deferred tax asset for which there is no assurance of recovery.
The valuation allowance will be evaluated at the end of each year, considering positive and negative evidence about whether the deferred tax asset will be realized. At that time, the allowance will either be increased or reduced; reduction could result in the complete elimination of the allowance if positive evidence indicates that the value of the deferred tax assets is no longer impaired and the allowance is no longer required.
Should the Company undergo an ownership change as defined in Section 382 of the Internal Revenue Code, the Company’s tax net operating loss carryforwards generated prior to the ownership change will be subject to an annual limitation, which could reduce or defer the utilization of these losses.
WestMountain Asset Management, Inc.
(A Development Stage Company)
Notes to Financial Statements
For the Period October 18, 2007 (Inception) Through November 30, 2007
(3) Property and Equipment
The Company’s property and equipment consists of computer software that will be placed into service during December 2007. As of November 30, 2007 no depreciation has been recorded. Depreciation will begin accumulating when the asset is placed in service.
(4) Stockholders Equity
On November 19, 2007 the Company sold 290,000 shares of its common stock for $290 or $0.001 per share.
On November 20, 2007 the Company sold 235,000 shares of its common stock for $2,350 or $0.01 per share.
On November 28, 2007 the Company sold 8,050,000 shares of its common stock to WestMountain Blue, LLC, an affiliate, for a cash price of $320,000 or $0.04 per share. The stock transaction made WestMountain Blue, LLC the Company’s majority shareholder.
On November 30, 2007 the Company sold 486,750 shares of its common stock for $48,675 or $0.10 per share. The stock sale was made in reliance on an exemption from registration of a trade in the United States under Rule 504 and/or Section 4(6) of the Act. The Company relied upon exemptions from registration believed by it to be available under federal and state securities laws in connection with the offering.
A total of 9,061,750 shares were issued for a total cash price of $371,315. All of the shares issued are considered to be “restricted stock” as defined in Rule 144 promulgated under the Securities Act of 1933. As of November 30, 2007 the common stock issued and outstanding at par is $9,062 or $0.001 per share. The amount over and above the $0.001 par value per share is recorded in the additional paid-in capital account in the amount of $362,253.
(5) Operating Expenses
The total administrative expense recorded on the financials for the period ending November 30, 2007 was $13,210. This amount consisted of professional fees related to the filing of public reports.
(6) Concentration of Credit Risk for Cash
The Company has concentrated its credit risk for cash by maintaining deposits in financial institutions, which may at times exceed the amounts covered by insurance provided by the United States Federal Deposit Insurance Corporation ("FDIC"). The loss that would have resulted from that risk totaled $266,565 at November 30, 2007, for the excess of the deposit liabilities reported by the financial institution over the amount that would have been covered by FDIC. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk to cash.
WESTMOUNTAIN ASSET MANAGEMENT, INC.
736,750 Shares of Common Stock
Par Value $0.001 Per Share
January 17, 2008
Until April 16, 2008 (90 days after the date of this prospectus), all dealers affecting transactions in the shares offered by this prospectus — whether or not participating in the offering — may be required to deliver a copy of this prospectus. Dealers may also be required to deliver a copy of this prospectus when acting as underwriters and for their unsold allotments or subscriptions.
Prospectus
