SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly period ended September 30, 2009
[] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No. 0-53030
WESTMOUNTAIN ASSET MANAGEMENT, INC.
(Exact Name of Issuer as specified in its charter)
Colorado | 26-1315305 |
(State or other jurisdiction | (IRS Employer File Number) |
of incorporation) | |
| |
| |
123 North College Avenue, Ste 200 | |
Fort Collins, Colorado | 80524 |
(Address of principal executive offices) | (zip code) |
(970) 530-0325
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T(Section 232.405 of this chapter) during the preceding 12 months(or such shorter period that the registrant was required to submit and post such files. Yes [] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “small reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [] | Accelerated filer [] |
Non-accelerated filer [] (Do not check if a smaller reporting company) | Smaller reporting company [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes [X] No [ ]
The number of shares outstanding of the registrant's common stock, as of the latest practicable date, November 10, 2009, was 9,061,750.
FORM 10-Q
WestMountain Asset Management, Inc.
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION | |
Item 1. Financial Statements | |
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Condensed Balance Sheets (Unaudited) at September 30, 2009 and December 31, 2008 | 3 |
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Condensed Statements of Operations (Unaudited) for the three months ended September 30, 2009 and 2008 , for the nine months ended September 30, 2009 and 2008 and for the period October 18, 2007 (inception) through September 30, 2009 | 4 |
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Condensed Statements of Operations (Unaudited) for the three months ended September 30, 2009 and 2008 , for the nine months ended September 30, 2009 and 2008 and for the period October 18, 2007 (inception) through September 30, 2009 | 5 |
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Condensed Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2009 and 2008 and for the period October 18, 2007 (inception) through September 30, 2009 | 6 |
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Notes to the Condensed Financial Statements | 7 |
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Item 2. Management’s Discussion and Analysis and Plan of Operation | 13 |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk | 16 |
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Item 4. Controls and Procedures | 16 |
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Item 4T. Controls and Procedures | 16 |
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PART II OTHER INFORMATION | |
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Item 1. Legal Proceedings | 16 |
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Item 1A. Risk Factors | 16 |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 20 |
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Item 3. Defaults Upon Senior Securities | 20 |
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Item 4. Submission of Matters to a Vote of Security Holders | 21 |
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Item 5. Other Information | 21 |
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Item 6. Exhibits | 21 |
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Signatures | 21 |
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PART I FINANCIAL INFORMATION
References in this document to "us," "we," or "Company" refer to West Mountain Asset Management, Inc.
ITEM 1. FINANCIAL STATEMENTS
WestMountain Asset Management, Inc. | | | | | | |
(A Development Stage Company) | | | | | | |
Condensed Balance Sheets | | | | | | |
At September 30, 2009 and December 31, 2008 | | | | | | |
| | | | | | |
| | | | | | |
| | September 30, | | | December 31, | |
Assets | | 2009 | | | 2008 | |
| | (unaudited) | | | (audited) | |
| | | | | | |
Cash and cash equivalents (note 1 and note 8) | | $ | 323,042 | | | $ | 215,975 | |
Certificates of deposit (note 2) | | | 101,480 | | | | 100,345 | |
Accounts receivable (note 6) | | | 30,447 | | | | 29,713 | |
Prepaid expenses | | | 4,512 | | | | 3,196 | |
Property and equipment, net (note 3) | | | 14,786 | | | | 9,862 | |
Investment, at fair value (note 1 note 9) | | | 6,723,212 | | | | 6,072 | |
Deferred tax asset, net | | | - | | | | - | |
Deposit (note 9) | | | 70,155 | | | | 70,155 | |
Total assets | | $ | 7,267,634 | | | $ | 435,318 | |
| | | | | | | | |
Liabilities and Shareholders' Deficit | | | | | | | | |
Liabilities: | | | | | | | | |
Accounts payable�� (note 1) | | $ | 5,412 | | | $ | 2,031 | |
Accrued liabilities | | | 2,900 | | | | 7,925 | |
Income tax payable (note 4) | | | 17,321 | | | | 5,692 | |
Note payable, related party (note 6) | | | 150,658 | | | | 76,899 | |
Total liabilities | | | 176,291 | | | | 92,547 | |
| | | | | | | | |
Shareholders' Equity: (note 5) | | | | | | | | |
Preferred stock, $.10 par value; 1,000,000 shares authorized, | | | - | | | | - | |
-0- shares issued and outstanding for 2009 and 2008 | | | | | | | | |
Unrealized holdings gains on securities available for sale | | | 6,687,427 | | | | - | |
Common stock, $.001 par value; 50,000,000 shares authorized, | | | 9,062 | | | | 9,062 | |
9,061,750 shares issued and outstanding for 2009 and 2008 | | | | | | | | |
Additional paid-in-capital | | | 362,253 | | | | 362,253 | |
Accumulated earnings (deficit) during development stage | | | 32,601 | | | | (28,544 | ) |
Total shareholders' equity | | | 7,091,343 | | | | 342,771 | |
Total liabilities and shareholders' equity | | $ | 7,267,634 | | | $ | 435,318 | |
The accompanying notes are an integral part of these condensed financial statements.
WestMountain Asset Management, Inc. | | | | | | | | | | | | | |
(A Development Stage Company) | | | | | | | | | | | | | |
Condensed Statements of Operations | | | | | | | | | | | | | |
For the three months ended September 30, 2009 and 2008, for the | | | | | | | | | |
nine months ended September 30, 2009 and 2008 and for the | | | | | | | |
period October 18, 2007 (inception) through September 30, 2009 | | | | | | | |
(unaudited) | | | | | | | | | | | | | | October 18, 2007 | |
| | | | | | | | (Inception) | |
| | For the three months ended September 30, | | | For the nine months ended September 30, | | | Through September 30, | |
| | 2009 | | | 2008 | | | 2009 | | | 2008 | | | 2009 | |
Revenue: | | | | | | | | | | | | | | | |
Advisory/consulting fees | | $ | - | | | $ | - | | | $ | 27,713 | | | $ | - | | | $ | 33,785 | |
Management fees (note 6) | | | 30,448 | | | | 27,104 | | | | 91,532 | | | | 77,651 | | | | 198,896 | |
Total revenue | | | 30,448 | | | | 27,104 | | | | 119,245 | | | | 77,651 | | | | 232,681 | |
| | | | | | | | | | | | | | | | | | | | |
Operating expenses: (note 7) | | | | | | | | | | | | | | | | | | | | |
Sales, general and administrative expenses | | | 11,956 | | | | 10,755 | | | | 38,046 | | | | 47,894 | | | | 131,508 | |
Total sales, general and administraive expenses | | | 11,956 | | | | 10,755 | | | | 38,046 | | | | 47,894 | | | | 131,508 | |
| | | | | | | | | | | | | | | | | | | | |
Net income from operations | | | 18,492 | | | | 16,349 | | | | 81,199 | | | | 29,757 | | | | 101,173 | |
| | | | | | | | | | | | | | | | | | | | |
Other income/(expense) | | | | | | | | | | | | | | | | | | | | |
Interest income | | | 786 | | | | 2,239 | | | | 3,022 | | | | 7,593 | | | | 12,095 | |
Interest expense | | | (1,496 | ) | | | - | | | | (5,959 | ) | | | - | | | | (7,858 | ) |
Loss on investment | | | - | | | | - | | | | - | | | | - | | | | (50,000 | ) |
Total other income/(expense) | | | (710 | ) | | | 2,239 | | | | (2,937 | ) | | | 7,593 | | | | (45,763 | ) |
| | | | | | | | | | | | | | | | | | | | |
Net income before income taxes | | | 17,782 | | | | 18,588 | | | | 78,262 | | | | 37,350 | | | | 55,410 | |
| | | | | | | | | | | | | | | | | | | | |
Provision for income taxes (note 4) | | | 5,942 | | | | - | | | | 17,117 | | | | - | | | | 22,809 | |
Net income | | $ | 11,840 | | | $ | 18,588 | | | $ | 61,145 | | | $ | 37,350 | | | $ | 32,601 | |
| | | | | | | | | | | | | | | | | | | | |
Basic and diluted income per share | | $ | 0.00 | | | $ | 0.00 | | | $ | 0.01 | | | $ | 0.00 | | | | | |
Basic and diluted weighted average common | | | | | | | | | | | | | | | | | | | | |
shares outstanding | | | 9,061,750 | | | | 9,061,750 | | | | 9,061,750 | | | | 9,061,750 | | | | | |
The accompanying notes are an integral part of these condensed financial statements.
| | | | | | | | | | | | | | | | | | | | | | | | |
WestMountain Asset Management, Inc. | | | | | | | | | | | | | | |
(A Development Stage Company) | | | | | | | | | | | | | | | | | | | |
Condensed Statement of Changes in Shareholders' Equity | | | | | | | | | | | | | |
For the period from December 31, 2008 through September 30, 2009 | | | | | | | | | |
(unaudited) | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | Accumulated | | | | | | | |
| | | | | | | | | | | | | | | | | Earnings/ | | | | | | | |
| | | | | | | | | | | | | | | | | (Deficit) | | | | | | | |
| | Preferred Stock | | | Common Stock | | | Additional | | | During | | | Unrealized | | | | |
| | | | | Par | | | | | | Par | | | Paid-in | | | Development | | | Holdings | | | | |
| | Shares | | | Value | | | Shares | | | Value | | | Capital | | | Stage | | | Gains | | | Total | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Balance at December 31, 2008 | | | - | | | $ | - | | | | 9,061,750 | | | $ | 9,062 | | | $ | 362,253 | | | $ | (28,544 | ) | | $ | - | | | $ | 342,771 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Unrealized holdings gains for the | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
nine months ended September 30, 2009 | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 6,687,427 | | | | 6,687,427 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income, for the nine | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
months ended September 30, 2009 | | | - | | | | - | | | | - | | | | - | | | | - | | | | 61,145 | | | | - | | | | 61,145 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Balance at September 30, 2009 | | | - | | | $ | - | | | | 9,061,750 | | | $ | 9,062 | | | $ | 362,253 | | | $ | 32,601 | | | $ | 6,687,427 | | | $ | 7,091,343 | |
The accompanying notes are an integral part of these condensed financial statements.
WestMountain Asset Management, Inc. | | | | | | | | | |
(A Development Stage Company) | | | | | | | |
Condensed Statements of Cash Flows | | | | | | | | | |
For the nine months ended September 30, 2009 and 2008 and for the | | | | | | | |
period October 18, 2007 (inception) through September 30, 2009 | | | | | | | |
(unaudited) | | | | | | | | October 18, 2007 | |
| | For the nine months ended | | | (Inception) | |
| | September 30, | | | Through | |
| | 2009 | | | 2008 | | | September 30, 2009 | |
| | | | | | | | | |
| | | | | | | | | |
Cash flows from operating activities: | | | | | | | | | |
Net income | | $ | 61,145 | | | $ | 37,350 | | | $ | 32,601 | |
Adjustments to reconcile net loss to net cash | | | | | | | | | | | | |
used by operating activities: | | | | | | | | | | | | |
Depreciation (note 3) | | | 3,776 | | | | 2,137 | | | | 7,264 | |
Loss on investments | | | - | | | | - | | | | 50,000 | |
Stock received for advisory services | | | (27,713 | ) | | | - | | | | (33,785 | ) |
Changes in operating assets and operating liabilities: | | | | | | | | | | | | |
Accounts receivable (note 6) | | | (734 | ) | | | (27,104 | ) | | | (30,447 | ) |
Prepaid expenses | | | (1,316 | ) | | | (289 | ) | | | (4,512 | ) |
Deposits (note 9) | | | - | | | | | | | | (70,155 | ) |
Accounts payable and accrued liabilities | | | (2,885 | ) | | | (20,267 | ) | | | 8,970 | |
Income tax payable (note 5) | | | 11,629 | | | | - | | | | 17,321 | |
Net cash provided by (used in) operating activities | | | 43,902 | | | | (8,173 | ) | | | (22,743 | ) |
| | | | | | | | | | | | |
Cash flows from investing activities: | | | | | | | | | | | | |
Payments for property and equipment (note 3) | | | (8,700 | ) | | | (4,786 | ) | | | (22,050 | ) |
Payments for certificates of deposit (note 2) | | | (1,135 | ) | | | 94,824 | | | | (101,480 | ) |
Payments for investments (note 1 and note 9) | | | (2,000 | ) | | | - | | | | (52,000 | ) |
Net cash provided by (used in) investing activities | | | (11,835 | ) | | | 90,038 | | | | (175,530 | ) |
| | | | | | | | | | | | |
Cash flows from financing activities: | | | | | | | | | | | | |
Proceeds from sale of common stock (note 5) | | | - | | | | - | | | | 371,315 | |
Payments for notes payable, related parties (note 6) | | | (75,000 | ) | | | - | | | | (75,000 | ) |
Proceeds from notes payable, related parties (note 6) | | | 150,000 | | | | - | | | | 225,000 | |
Net cash provided by financing activities | | | 75,000 | | | | - | | | | 521,315 | |
| | | | | | | | | | | | |
Net change in cash | | | 107,067 | | | | 81,865 | | | | 323,042 | |
| | | | | | | | | | | | |
Cash and cash equivalents, beginning of period | | | 215,975 | | | | 53,405 | | | | - | |
| | | | | | | | | | | | |
Cash and cash equivalents, end of period | | $ | 323,042 | | | $ | 135,270 | | | $ | 323,042 | |
The accompanying notes are an integral part of these condensed financial statements.
WestMountain Asset Management, Inc.
(A Development Stage Company)
Notes to the Condensed Financial Statements
(Unaudited)
(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 accompanying interim financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission (the "SEC") for quarterly reports on Form 10-Q and do not include all of the information and note disclosures required by generally accepted accounting principles. These financial statements and notes herein are unaudited, but in the opinion of management, include all the adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows for the periods presented. These financial statements should be read in conjunction with the Company's audited financial statements and notes thereto included in the Company’s Form 10-K for the year ended December 31, 2008 as filed with the SEC. Interim operating results are not necessarily indicative of operating results for any future interim period or for the full year.
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. At September 30, 2009, there was $323,042 in cash equivalents.
Revenue Recognition
The Company earns revenue by raising, investing and managing private equity and direct investment funds for high net worth individuals and institutions. Revenue is earned through management fees based on the size of the funds that are managed and incentive income based on the performance of these funds.
Revenue is recognized under the full accrual method. Under the full accrual method, profit may be realized in full when funds are invested and managed, provided (1) the profit is determinable and (2) the earnings process is virtually complete (the Company is not obligated to perform significant activities).
Financial Instruments at Fair Value
We adopted Accounting Standards Codification (“ASC”) ASC-820, Fair Value Measurements and Disclosures, for financial assets and liabilities as of January 1, 2008. ASC-820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under ASC-820 are described below:
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. In determining the appropriate levels, we perform a detailed analysis of the assets and liabilities that are subject to ASC-820. At each reporting period, all assets and liabilities for which the fair value measurement is based on significant unobservable inputs or instruments which trade infrequently and therefore have little or no price transparency are classified as Level 3.
WestMountain Asset Management, Inc.
(A Development Stage Company)
Notes to the Condensed Financial Statements
(Unaudited)
Financial Instruments at Fair Value, continued
We adopted the remaining provisions of ASC-820 for non-financial assets and liabilities beginning January 1, 2009. Financial Accounting Standards Board (“FASB”) Staff Position (“FSP”) FAS 157-2 deferred the effective date of ASC-820 for one year relative to nonfinancial assets and liabilities that are measured at fair value, but are recognized or disclosed at fair value on a nonrecurring basis. This deferral applied to such items as indefinite-lived intangible assets and nonfinancial long-lived asset groups measured at fair value for impairment assessments. The adoption of the remaining provisions of ASC-820 did not have a material impact on our consolidated results of operations or financial condition.
The following methods and assumptions were used to estimate the fair value of each class of financial instruments:
1. | Cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities: The carrying amounts approximate fair value because of the short maturity of these instruments. |
2. | Investments: Available-for-sale securities are recorded at fair value. Unrealized holding gains and losses on available-for-sale securities are excluded from earnings and are reported as a separate component of other comprehensive income (loss) until realized. Realized gains and losses from the sale of available-for-sale securities are determined on a specific identification basis. |
A decline in the market value of any available-for-sale security below cost that is deemed to be other than temporary results in a reduction in carrying amount to fair value. The impairment is charged to earnings and a new cost basis for the security is established. Premiums and discounts are amortized or accreted over the life of the related available-for-sale security as an adjustment to yield using the effective interest method. Dividend and interest income are recognized when earned.
Available-for-sale securities are accounted for on a specific identification basis. As of September 30, 2009, we held available-for-sale securities with an aggregate fair value of $6,723,212, including $6,687,427 of net unrealized gains recorded in accumulated other comprehensive income. As of September 30, 2009, all of our available-for-sale securities were invested in publically traded equity holdings. Available-for-sale securities were classified as current based on the percentage of the equity controlled by the Company as well as our intended use the assets. (See Note 9 for details of available for sale investments).
3. | Note payable to related parties: The carrying value of our debt is presented as the face amount of the note. |
Assets and Liabilities Measured at Fair Value on a Recurring Basis as of September 30, 2009:
| | Quoted Prices in Active Markets for Identical Assets and Liabilities | | | Significant Other Observable Inputs | | | Significant Unobservable Inputs | | | Balance as of September 30, | |
Description | | (Level 1) | | | (Level 2) | | | (Level 3) | | | 2009 | |
| | | | | | | | | | | | |
Assets: | | | | | | | | | | | | |
| | | | | | | | | | | | |
Available-for-sale | | | | | | | | | | | | |
securities | | $ | 6,732,212 | | | $ | -0- | | | $ | -0- | | | $ | 6,723,212 | |
| | | | | | | | | | | | | | | | |
WestMountain Asset Management, Inc.
(A Development Stage Company)
Notes to the Condensed Financial Statements
(Unaudited)
(2) Certificates of Deposit
In December 2007, the Company invested $200,000 of current cash into a certificate of deposit with Bank A that matured in May 2008. The Company re-invested in a six month certificate of deposit in May 2008, October 2008 in the amount of $100,000 and most recently in April 2009. As of September 30, 2009, the principal and interest balance is $101,480.
In December 2007, the Company invested $100,000 of current cash into a certificate of deposit with Bank B that matured in June 2008. Upon maturity of the certificate of deposit, the money was withdrawn and transferred to Bank C.
In August 2008, the Company invested $99,000 in a three month certificate of deposit with Bank C. Since that time, we have re-invested principal and interest in three-month and six-month certificates of deposit. The current certificate of deposit is a three-month term with an interest rate of 1.00% and a maturity date of January 2010. As of September 30, 2009, total principal and interest earned was $101,695. As this certificate of deposit is highly liquid with an original maturity of three months or less, it is considered by the Company to be a cash equivalent at September 30, 2009.
In August 2008, the Company invested $99,000 in a three month certificate of deposit with Bank C. Since that time, we have re-invested principal and interest in three-month and six-month certificates of deposit. The current certificate of deposit is a three-month term with an interest rate of 1.00% and a maturity date of January 2010. As of September 30, 2009, total principal and interest earned was $101,950. As this certificate of deposit is highly liquid with an original maturity of three months or less, it is considered by the Company to be a cash equivalent at September 30, 2009.
(3) Property and Equipment
The Company’s property and equipment consists of computer software that was placed into service during the month of December 2007 at a value of $8,550. In September 2008, the Company placed in service a computer in the amount of $4,800. During the quarter ended September 30, 2009, we purchased an additional $8,700 for a computer and other miscellaneous office equipment. During the quarter ended September 30, 2009, the Company recorded $1,551 in depreciation expense. For the nine months ended September 30, 2009, the Company recorded $3,777 in depreciation expense.
(4) Income Taxes
The provision of income taxes consists of the following:
| | September 30, | | | December 31, | |
| | 2009 | | | 2008 | |
Current payable | | $ | 17,117 | | | $ | 5,692 | |
Deferred income tax benefit | | $ | 11,530 | | | $ | 10,019 | |
Adjustment of beginning of period valuation | | | | | | | | |
allowance for deferred tax assets | | $ | (11,530 | ) | | $ | (10,019 | ) |
Income tax expense, net, reported in the | | | | | | | | |
accompanying statement of operations | | $ | 17,117 | | | $ | 5,692 | |
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.
The deferred tax asset and related valuation allowance increased by $1,788 for the quarter ended September 30, 2009 and increased by $1,511 for the year ended December 31, 2008. As of September 30, 2009 and December 31, 2008, the components of the net deferred tax assets/(liabilities) are as follows:
WestMountain Asset Management, Inc.
(A Development Stage Company)
Notes to the Condensed Financial Statements
(Unaudited)
(4) Income Taxes, continued
| | September 30, | | | December 31, | |
| | 2009 | | | 2008 | |
Net operating loss carry forwards | | $ | - | | | $ | - | |
Depreciation/amortization of other | | $ | 11,530 | | | $ | 10,021 | |
Total | | $ | 11,530 | | | $ | 10,021 | |
Valuation allowance | | $ | (11,530 | ) | | $ | (10,021 | ) |
Net deferred income taxes | | $ | - | | | $ | - | |
A reconciliation of the US statutory federal income tax rate to the effective tax rate is as follows:
| | September 30, | | | December 31, | |
| | 2009 | | | 2008 | |
US statutory federal rate | | | 18.25 | % | | | 15.00 | % |
State income tax rate, net of federal benefit | | | 3.78 | % | | | 3.94 | % |
Change in valuation allowance | | | 0.00 | % | | | 0.00 | % |
Effective tax rate | | | 22.03 | % | | | 18.94 | % |
The Company records its income taxes in accordance with ASC-740 “Accounting for Uncertainty in Income Taxes (as amended)”. This ASC 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.
The Company is subject to the provisions of ASC-740 as of its formation on November 13, 2007, and has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions. The Company has identified its federal tax return and its state tax return in Colorado as “major” tax jurisdictions, as defined. The tax year 2007 remains open to examination. We are not currently under examination by the Internal Revenue Service or any other jurisdiction. The Company believes that its income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material adverse effect on the Company’s financial condition, results of operations, or cash flow. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740.
(5) 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.
WestMountain Asset Management, Inc.
(A Development Stage Company)
Notes to the Condensed Financial Statements
(Unaudited)
(5) Stockholders Equity, continued
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.
On April 9, 2008, the Company issued 50,000 shares of common stock in exchange for services that were to be provided for the Company. Subsequent to the issuance of these shares the service agreement was terminated and the shares have been cancelled. This transaction is not reflected on the financial statements.
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 September 30, 2009, the common stock issued and outstanding at par is $9,062 or $0.001 per share. The amount over and above par value per share is recorded in the additional paid-in capital account in the amount of $362,253.
(6) Related Parties
For the quarter ended September 30, 2009, the Company recorded $30,447 in revenue for management fees charged to WestMountain Prime, LLC, a related party through its ownership interest in WestMountain Blue, LLC. For the period October 18, 1007 (inception) through September 30, 2009, the Company recorded $198,895 in management fees. The Company earns management fees based on the size of the funds managed, and incentive income fees based on the performance of the funds.
On January 1, 2008, we entered into a Service Agreement with Bohemian Companies, LLC to provide us with certain defined services. These services include financial, bookkeeping, accounting, legal and tax matters, as well as cash management, custody of assets, preparation of financial documents, including tax returns and checks, and coordination of professional service providers as may be necessary to carry out the matters covered by the Service Agreement. We will compensate Bohemian Companies, LLC by reimbursing this entity for the allocable portion of the direct and indirect costs of each employee of Bohemian Companies, LLC that performs services on our behalf. We will receive invoices not less than quarterly from Bohemian Companies, LLC. This Service Agreement was initially for the term of one year, ending December 31, 2008, but has been extended and now matures on December 31, 2009. Total expenses incurred with Bohemian Companies were $3,000 for the quarter ended September 30, 2009 and $3,000 for the quarter ended September 30, 2008. As of September 30, 2009, the Company did not have a balance due to Bohemian Companies, LLC.
Promissory Note
On September 15, 2009, we borrowed $150,000 from BOCO Investments, LLC. This loan is evidenced by an unsecured promissory note (the “Note”) which is due March 13, 2010. All principal and interest accrues until the Note is due or extended. The applicable interest rate on the Note is 10% per annum. In the event that we fail to pay any portion of the principal and interest due, the default rate will be 15% per annum. The Company does have the option to extend this note before, during or after the note is due. As of September 30, 2009, the principal balance due is $150,000 and the accrued interest is $658.
(7) Operating Expenses
The total administrative expense recorded on the financials for the quarter ending September 30, 2009 was $11,955 and $10,755 for the period ending September 30, 2008. Beginning October 18, 2007 (inception) through September 30, 2009, total administrative expenses were $131,507. The majority of the costs was attributable to professional and contract services.
WestMountain Asset Management, Inc.
(A Development Stage Company)
Notes to the Condensed Financial Statements
(Unaudited)
(8) Concentration of Credit Risk
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"). As of September 30, 2009, the Company has no risk 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.
(9) Investments
In the fourth quarter 2008, the Company was granted 60,724 shares of Omni Bio (formerly Across America Financial Services, Inc.) common stock in exchange for $6,072 of advisory services performed by the Company. This investment is treated as an available for sale investment and is adjusted for market changes on a quarterly basis. The unrealized gain/loss is recorded on the balance sheet as comprehensive income in the shareholders’ equity section.
In the first quarter 2009, we entered into a Warrant to Purchase agreement to purchase 200,000 shares of Omni common stock at $.01 per share (Exercise Price). The Company exercised the warrant at a cost to equal $2,000 or $.01 per share. This investment is treated as an available for sale investment and is adjusted for market changes on a quarterly basis. The unrealized gain/loss is recorded on the balance sheet as comprehensive income in the shareholders’ equity section.
In the second quarter, the Company recorded an advisory fee in the amount of $27,713 in exchange for 227,133 shares of Omni Bio common stock. This investment is treated as an available for sale investment and is adjusted for market changes on a quarterly basis. The unrealized gain/loss is recorded on the balance sheet as comprehensive income in the shareholders’ equity section.
The Company has recorded a $6,687,427 unrealized gain on the available for sale investments. The available for sale stock was recorded at cost, $35,785, at the time of purchase and adjusted to the quoted market value of Omni Bio common stock. As of September 30, 2009, the market price per share was $12.50 and the total amount of shares owned by the Company of Omni Bio is 537,857, which represents less than 20% of Omni Bio shares outstanding.
(10) Comprehensive Income
Comprehensive income (loss) is comprised of net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) includes an unrealized gain of marketable equity securities. The details of comprehensive income are as follows:
| | Three Months Ended | | | Nine Months Ended | |
| | September 30, | | | September 30, | |
| | 2009 | | | 2008 | | | 2009 | | | 2008 | |
| | | | | | | | | | | | | | | | |
Net Income, as reported | | $ | 11,840 | | | $ | 18,588 | | | $ | 61,145 | | | $ | 37,350 | |
| | | | | | | | | | | | | | | | |
Other Comprehensive Income (Loss): | | | | | | | | | | | | | | | | |
Unrealized gain of marketable equity securities | | | 6,687,427 | | | | -0- | | | | 6,687,427 | | | | -0- | |
| | | | | | | | | | | | | | | | |
Comprehensive Income | | $ | 6,699,267 | | | $ | 18,588 | | | $ | 6,748,572 | | | $ | 37,350 | |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION
The following discussion of our financial condition and results of operations should be read in conjunction with, and is qualified in its entirety by, the consolidated financial statements and notes thereto included in, Item 1 in this Quarterly Report on Form 10-Q. This item contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those indicated in such forward-looking statements.
Forward-Looking Statements
This Quarterly Report on Form 10-Q and the documents incorporated herein by reference contain forward-looking statements. Such forward-looking statements are based on current expectations, estimates, and projections about our industry, management beliefs, and certain assumptions made by our management. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words, and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed or forecasted in any such forward-looking statements. Unless required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. However, readers should carefully review the risk factors set forth herein and in other reports and documents that we file from time to time with the Securities and Exchange Commission, particularly Annual Reports on Form 10-K, Quarterly reports on Form 10-Q and any Current Reports on Form 8-K.
General
We act as 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. We are currently generating revenues. As is the industry practice, we 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 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 business operations or to sustain them through December 31, 2009. 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.
Our principal business address is 123 North College Avenue, Suite 200, Fort Collins, Colorado 80524. We operate out of one office in Colorado. We have no specific plans at this point for additional offices. On January 1, 2008, we entered into a Service Agreement with Bohemian Companies, LLC to provide us with certain defined services. These services include financial, bookkeeping, accounting, legal and tax matters, as well as cash management, custody of assets, preparation of financial documents, including tax returns and checks, and coordination of professional service providers as may be necessary to carry out the matters covered by the Service Agreement. We will compensate Bohemian Companies, LLC by reimbursing this entity for the allocable portion of the direct and indirect costs of each employee of Bohemian Companies, LLC that performs services on our behalf. We will receive invoices not less than quarterly from Bohemian Companies, LLC. This Service Agreement is for the term of one year, ending December 31, 2009.
We have not been subject to any bankruptcy, receivership or similar proceeding.
Results of Operations
The following discussion involves our results of operations for the three- and nine-months ended September 30, 2009 and 2008.
We had revenues of $30,447 for the quarter ended September 30, 2009, compared to $27,104 for the quarter ended September 30, 2008. We had $119,245 for the nine months ended September 30, 2009, compared to $77,651 for the nine months ended September 30, 2008.
Operating expenses, consisting primarily of selling, general and administrative costs, were $11,955 for the quarter ended September 30, 2009, compared to $10,755 for the quarter ended September 30, 2008. Selling, general and administrative costs were $38,046 for the nine months ended September 30, 2009, compared to $47,894 for the nine months ended September 30, 2008. Most of the costs were attributable to professional and contract services. We do not anticipate these professional fees to be as significant in the future. However, we believe that our selling, general and administrative costs will increase as we grow our business activities going forward.
We had net income of $11,840 for the quarter ended September 30, 2009, compared to net income of $18,588 for the quarter ended September 30, 2008 We had net income of $61,145 for the nine months ended September 30, 2009, compared to net income of $37,350 for the nine months ended September 30, 2008.
As of September 30, 2009, we hold two investment positions. The first position involves Omni Bio Pharmaceutical, Inc., a public company listed for trading on the OTC Bulletin Board. As of September 30, 2009, we own a total of 577,857 common shares. On October 8, 2009, the Company exercised an option to purchase an additional 1,169,250 common shares under such terms and conditions which would not make us a control person of Omni Bio Pharmaceutical, Inc.
Our second position involves Marine Exploration, Inc., a public company listed for trading on the OTC Bulletin Board. As of September 30, 2009, we own a total of 175,000,000 common shares, which we have written down to zero value.
Liquidity and Capital Resources
Our cash and cash equivalents on September 30, 2009 were $323,042 compared to $215,975 on September 30, 2008. We had $101,480 and $100,345 in a certificate of deposit as of September 30, 2009 and 2008, respectively.
Cash flows provided by operating activities were $43,902 for the nine months ended September 30, 2009, compared to cash flows used in operating activities of $8,173 for the nine months ended September 30, 2008.
Net cash used in investing activities was $11,835 for the nine months ended September 30, 2009, compared to $90,038 for the nine months ended September 30, 2008.
There were no cash flows provided by financing activities for the nine months ended September 30, 2009 and 2008.
Over the next twelve months we do not expect any material our capital costs for our operations. We plan to buy office equipment to be used in our operations.
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 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, 2009 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 may 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.
Plan of Operation for the Next Twelve Months
Our plan for the twelve months beginning January 1, 2009 is to make a profit by December 31, 2009. Our company has no prior history of operating as an asset manager.
We 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. We are currently generating revenues. As is the industry practice, we 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 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 business operations or to sustain them through December 31, 2009. 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 operate out of one office in Colorado. We have no specific plans at this point for additional offices.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements with any party.
Critical Accounting Policies
Our discussion and analysis of results of operations and financial condition are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an ongoing basis, including those related to provisions for uncollectible accounts receivable, inventories, valuation of intangible assets and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Recently Issued Accounting Pronouncements
The Company follows ASC-820, “Fair Value Measurements and Disclosure” (formerly Statement of Financial Accounting Standard (“SFAS”) No. 157, “Fair Value Measurements”) to report certain investments at fair value based on the prices that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, ASC-820 establishes a three-tier fair value hierarchy that prioritizes the inputs used to measure fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions.
The Company also follows ASC 220, “Reporting Comprehensive Income” (formerly SFAS No. 130, "Reporting Comprehensive Income") to recognize the elements of comprehensive income. Comprehensive income is comprised of net income and all changes to the statements of stockholders' equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. For the Company, comprehensive income for the nine months ended September 30, 2009 included net income and an unrealized gain of marketable equity securities.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
None.
ITEM 4. CONTROLS AND PROCEDURES
Not applicable
ITEM 4T. CONTROLS AND PROCEDURES
As of the end of the period covered by this report, based on an evaluation of our disclosure controls and procedures (as defined in Rules 13a -15(e) and 15(d)-15(e) under the Exchange Act), our Chief Executive Officer and the Chief Financial Officer has concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the applicable time periods specified by the SEC’s rules and forms.
There were no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
This report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Identified in connection with the evaluation required by paragraph (d) of Rule 240.13a-15 or Rule 240.15d-15 of this chapter that occurred during the registrant’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings, to which we are a party, which could have a material adverse effect on our business, financial condition or operating results.
ITEM 1A. RISK FACTORS
You should carefully consider the risks and uncertainties described below; and all of the other information included in this document. Any of the following risks could materially adversely affect our business, financial condition or operating results and could negatively impact the value of your investment.
The occurrence of any of the following risks could materially and adversely affect our business, financial condition and operating results. In this case, the trading price of our common stock could decline and you might lose all or part of your investment.
Risks Related to Our Business and Industry
We have limited operating history, and have only recently been profitable. However, we may never sustain a profit, and, as a result, we could go out of business.
We were formed as a Colorado business entity in October, 2007. At the present time, we have only been profitable in our most recent fiscal quarter and the last quarter in 2008. There can be no guarantee that we will ever be able to sustain our profitability. If we cannot sustain profitability, we could go out of business.
Because we had incurred a loss and have limited operations, our accountants have expressed doubts about our ability to continue as a going concern.
For our audit dated December 31, 2008, our accountants have expressed doubt about our ability to continue as a going concern as a result of our limited history of substantial 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 |
| - | 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 be approximately $50,000 for the fiscal year ending December 31, 2009. 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 substantial operating history makes it difficult for us to evaluate our future business prospects and make decisions based on those estimates of our future performance. An investor could lose his entire investment.
We have a limited operating history. An investor has no frame of reference to evaluate our future business prospects. This makes it difficult, if not impossible, to evaluate us as an investment. An investor could lose his entire investment if our future business prospects do not result in our ever becoming profitable.
If we do not generate adequate revenues to finance our operations, our business may fail.
We have begun to generate revenues and are only recently profitable. As of September 30, 2009, we had a cash position of $323,042. We anticipate that operating costs will be approximately $50,000 for the fiscal year ending December 31, 2009. 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 substantial 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 losing your entire investment in us.
We may be required to register under the Investment Company Act of 1940, or the Investment Advisors Act, which could increase the regulatory burden on us and could negatively affect the price and trading of our securities.
Because our business involves the identification, acquisition and development of investments, we may be required to register as an investment company under the Investment Company Act of 1940 or the Investment Advisors Act and analogous state law. While we believe that we are currently either not an investment company or an investment advisor or are exempt from registration as an investment company under the Investment Company Act of 1940 or the Investment Advisors Act and analogous state law, either the SEC or state regulators, or both, may disagree and could require registration either immediately or at some point in the future. As a result, there could be an increased regulatory burden on us which could negatively affect the price and trading of our securities.
Our stock has a limited public trading market on the OTC Bulletin Board and there is no guarantee a trading market will ever develop for our securities.
There has been, and continues to be, a limited public market for our common stock. We trade under the symbol WASM. An active trading market for our shares has not, and may never develop or be sustained. If you purchase shares of common stock, you may not be able to resell those shares at or above the initial price you paid. The market price of our common stock may fluctuate significantly in response to numerous factors, some of which are beyond our control, including the following:
* | actual or anticipated fluctuations in our operating results; |
| |
* | changes in financial estimates by securities analysts or our failure to perform in line with such estimates; |
| |
* | changes in market valuations of other companies, particularly those that market services such as ours; |
| |
* | announcements by us or our competitors of significant innovations, acquisitions, strategic partnerships, joint ventures or capital commitments; |
| |
* | introduction of product enhancements that reduce the need for the products our projects may develop; |
| |
* | departures of key personnel. |
.
Of our total outstanding shares as of September 30, 2009, 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.
Issuances of our stock could dilute current shareholders and adversely affect the market price of our common stock, if a public trading market develops.
We have the authority to issue up to 50,000,000 shares of common stock, 1,000,000 shares of preferred stock, and to issue options and warrants to purchase shares of our common stock without stockholder approval. Although no financing is planned currently, we may need to raise additional capital to fund operating losses. If we raise funds by issuing equity securities, our existing stockholders may experience substantial dilution. In addition, we could issue large blocks of our common stock to fend off unwanted tender offers or hostile takeovers without further stockholder approval.
The issuance of preferred stock by our board of directors could adversely affect the rights of the holders of our common stock. An issuance of preferred stock could result in a class of outstanding securities that would have preferences with respect to voting rights and dividends and in liquidation over the common stock and could, upon conversion or otherwise, have all of the rights of our common stock. Our board of directors' authority to issue preferred stock could discourage potential takeover attempts or could delay or prevent a change in control through merger, tender offer, proxy contest or otherwise by making these attempts more difficult or costly to achieve.
Colorado law and our Articles of Incorporation protect our directors from certain types of lawsuits, which could make it difficult for us to recover damages from them in the event of a lawsuit.
Colorado law provides that our directors will not be liable to our company or to our stockholders for monetary damages for all but certain types of conduct as directors. Our Articles of Incorporation require us to indemnify our directors and officers against all damages incurred in connection with our business to the fullest extent provided or allowed by law. The exculpation provisions may have the effect of preventing stockholders from recovering damages against our directors caused by their negligence, poor judgment or other circumstances. The indemnification provisions may require our company to use our assets to defend our directors and officers against claims, including claims arising out of their negligence, poor judgment, or other circumstances.
We do not expect to pay dividends on common stock.
We have not paid any cash dividends with respect to our common stock, and it is unlikely that we will pay any dividends on our common stock in the foreseeable future. Earnings, if any, that we may realize will be retained in the business for further development and expansion.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
Exhibit Number | Description 60; |
| |
3.1* | Articles of Incorporation |
3.2* | Bylaws |
10.1** | Service Agreement With Bohemian Companies, LLC |
31.1 | Certification of CEO/CFO pursuant to Sec. 302 |
32.1 | Certification of CEO/CFO pursuant to Sec. 906 |
* Previously filed with Form SB-2 Registration Statement, January 2, 2008.
** Previously filed with Form 10-KSB, February 29, 2008.
Reports on Form 8-K
Reports on Form 8-K. No reports were filed under cover of Form 8-K for the fiscal quarter ended September 30, 2009.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized November 20, 2009.
| WEST MOUNTAIN ASSET MANAGEMENT, INC., a Colorado corporation | |
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| By: | /s/ Brian L. Klemsz | |
| | Brian L. Klemsz, President, Chief Executive Officer, Chief Financial Officer and Director (Principal Executive, Accounting and Financial Officer) | |
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