Washington, D.C. 20549
Commission File No. 0-53030
PART I FINANCIAL INFORMATION
For purposes of this report, unless otherwise indicated or the context otherwise requires, all references herein to "WestMountain Company "we," "us," and "our," refer to WestMountain Company, a Colorado corporation, formerly known as WestMountain Asset Management, Inc., and our wholly-owned subsidiaries WestMountain Business Consulting, Inc., WestMountain Valuation Services, Inc., and WestMountain Allocation Analysis, Inc.
ITEM 1. FINANCIAL STATEMENTS
WestMountain Company |
Consolidated Balance Sheets |
(Unaudited) |
| | March 31, | | | December 31, | |
| | 2016 | | | 2015 | |
Assets | | | | | | |
Current Assets: | | | | | | |
Cash and cash equivalents | | $ | 478,542 | | | $ | 579,971 | |
Investments in marketable securities | | | 108,466 | | | | 117,022 | |
Accounts receivable, related parties | | | 38,000 | �� | | | 6,000 | |
Accounts receivable | | | 24,150 | | | | 16,435 | |
Income tax receivable | | | 26,852 | | | | 19,873 | |
Prepaid expenses | | | 11,225 | | | | 2,308 | |
Deferred tax asset | | | 106,919 | | | | 106,208 | |
Total current assets | | | 794,154 | | | | 847,817 | |
| | | | | | | | |
Property and equipment, net of accumulated depreciation of | | | 5,313 | | | | 5,827 | |
$12,045 and $11,531, respectively | | | | | | | | |
Investments in nonmarketable securities, at cost | | | 61,645 | | | | 31,645 | |
Total assets | | $ | 861,112 | | | $ | 885,289 | |
| | | | | | | | |
Liabilities and Shareholders' Equity | | | | | | | | |
Current Liabilities: | | | | | | | | |
Accounts payable and accrued liabilities | | $ | 49,276 | | | $ | 44,133 | |
Accounts payable and accrued liabilities, related parties | | | 5,751 | | | | 5,751 | |
Total current liabilities | | | 55,027 | | | | 49,884 | |
Total liabilities | | | 55,027 | | | | 49,884 | |
| | | | | | | | |
Shareholders' Equity: | | | | | | | | |
Preferred stock, $0.10 par value; 1,000,000 shares authorized, | | | - | | | | - | |
none issued and outstanding | | | | | | | | |
Common stock, $0.001 par value; 50,000,000 shares authorized, | | | | | | | | |
9,517,402 shares issued and outstanding | | | 9,518 | | | | 9,518 | |
Additional paid-in capital | | | 927,355 | | | | 927,355 | |
Accumulated deficit | | | (106,468 | ) | | | (82,534 | ) |
Other comprehensive income, net | | | (24,320 | ) | | | (18,934 | ) |
Total shareholders' equity | | | 806,085 | | | | 835,405 | |
Total liabilities and shareholders' equity | | $ | 861,112 | | | $ | 885,289 | |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
WestMountain Company |
Consolidated Statements of Operations and Comprehensive Income (Loss) |
(Unaudited) |
| | Three Months Ended | |
| | March 31, | |
| | 2016 | | | 2015 | |
| | | | | | |
Revenue: | | | | | | |
Advisory/consulting fees, related parties | | $ | 38,000 | | | $ | 41,600 | |
Advisory/consulting fees | | | 12,225 | | | | 12,000 | |
Total revenue | | | 50,225 | | | | 53,600 | |
| | | | | | | | |
Operating expenses: | | | | | | | | |
Selling, general and administrative expenses | | | 78,679 | | | | 84,381 | |
Total operating expenses | | | 78,679 | | | | 84,381 | |
| | | | | | | | |
Loss from operations | | | (28,454 | ) | | | (30,781 | ) |
| | | | | | | | |
Other (expense) income | | | | | | | | |
Interest income | | | - | | | | 1,886 | |
Loss on impairment of available for sale marketable securities | | | - | | | | (193,634 | ) |
Total other (expense) income | | | - | | | | (191,748 | ) |
| | | | | | | | |
Net loss before income taxes | | | (28,454 | ) | | | (222,529 | ) |
| | | | | | | | |
Income tax benefit | | | (4,520 | ) | | | (82,460 | ) |
Net loss | | $ | (23,934 | ) | | $ | (140,069 | ) |
Other comprehensive loss | | | | | | | | |
Unrealized loss on investments in marketable equity securities, net of tax | | | (5,386 | ) | | | (274,362 | ) |
Comprehensive loss | | $ | (29,320 | ) | | $ | (414,431 | ) |
| | | | | | | | |
Net loss per share: basic and diluted | | $ | (0.00 | ) | | $ | (0.01 | ) |
| | | | | | | | |
Weighted average number of shares outstanding: basic and diluted | | | 9,517,402 | | | | 9,517,402 | |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
WestMountain Company |
Consolidated Statements of Cash Flows |
(Unaudited) |
| | Three months ended | |
| | March 31, | |
| | 2016 | | | 2015 | |
Cash flows from operating activities: | | | | | | |
Net loss | | $ | (23,934 | ) | | $ | (140,069 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | |
Depreciation and amortization | | | 514 | | | | 514 | |
Deferred income tax (benefit) expense | | | (4,520 | ) | | | (72,031 | ) |
Loss on impairment of available for sale marketable securities | | | - | | | | 193,634 | |
Changes in operating assets and operating liabilities: | | | | | | | | |
Prepaid expenses and other current assets | | | (1,938 | ) | | | 3,224 | |
Accounts receivable | | | (7,715 | ) | | | (15,600 | ) |
Accounts receivable, related parties | | | (32,000 | ) | | | 23,125 | |
Accounts payable and accrued liabilities | | | 5,143 | | | | (5,274 | ) |
Income tax receivable | | | (6,979 | ) | | | (73,079 | ) |
Net cash used in operating activities | | | (71,429 | ) | | | (85,556 | ) |
| | | | | | | | |
Cash flows from investing activities: | | | | | | | | |
Loan to related party | | | - | | | | (25,000 | ) |
Purchases of investments | | | (30,000 | ) | | | - | |
Net cash used in investing activities | | | (30,000 | ) | | | (25,000 | ) |
| | | | | | | | |
Net change in cash and cash equivalents | | | (101,429 | ) | | | (110,556 | ) |
Cash and cash equivalents, beginning of period | | | 579,971 | | | | 445,411 | |
Cash and cash equivalents, end of period | | $ | 478,542 | | | $ | 334,855 | |
| | | | | | | | |
Supplemental disclosure of cash flow information: | | | | | | | | |
Cash paid during the period for: | | | | | | | | |
Income taxes | | $ | - | | | $ | 62,650 | |
Interest | | | - | | | | - | |
| | | | | | | | |
Non cash investing and financing activities | | | | | | | | |
Unrealized loss on investments in marketable equity securities, net of tax | | $ | 5,386 | | | $ | 274,362 | |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
WestMountain Company.
Notes to Unaudited Consolidated Financial Statements
(Unaudited)
(1) Nature of Organization and Summary of Significant Accounting Policies
Nature of Organization and Basis of Presentation
WestMountain Company ("we", "our" or the "Company"), formerly known as WestMountain Asset Management, Inc. was incorporated in the state of Colorado on October 18, 2007 and on this date approved its business plan and commenced operations. The consolidated financial statements include the financial information of WestMoutnain Company and its wholly owned subsidiaries, WestMountain Business Consulting, Inc., WestMountain Allocation Analytics, Inc., and WestMountain Valuation Services, Inc. All significant intercompany accounts and transactions have been eliminated.
As a consultant to both public and private companies, we promote public visibility and market acceptance for our clients. We use a number of techniques to achieve these objectives for our clients, including developing public recognition of their business plans and strategic goals, managing investor relations, and engaging in website development and media production. We also utilize various social media outlets and services to deliver our client's message. We are paid fees for our services by our clients under written consulting agreements.
The Company did a reclassification, of revenue, in the Statement of Operations, for the quarter ended March 31, 2015. Revenue of $12,000 was recorded as Advisory/consulting fees, related party. For the current presentation of the Statement of Operations, the Company has categorized this revenue as Advisory/consulting fees, for the quarter ended March 31, 2015.
Unaudited Financial Information
The accompanying financial information as of March 31, 2016 and for the three months ended March 31, 2016 and 2015 is unaudited. In the opinion of management, all normal and recurring adjustments which are necessary to provide a fair presentation of the Company's financial position at March 31, 2016 and its operating results for the three months ended March 31, 2016 and 2015 have been made. Certain information and footnote data necessary for a fair presentation of financial position and results of operations in conformity with accounting principles generally accepted in the United States of America have been condensed or omitted. It is therefore suggested that these financial statements be read in conjunction with the summary of significant accounting policies and notes to financial statements included in the Company's annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") for the year ended December 31, 2015. The results of operations for the three months ended March 31, 2016 is not necessarily an indication of operating results to be expected for the year.
Income Tax Receivable
As of March 31, 2016, the Company had an income tax receivable of $26,852 that is related to estimated tax payments on deposit with federal and state taxing authorities.
Fair Value of Financial Instruments
Available-for-sale securities are accounted for on a specific identification basis. As of March 31, 2016 and December 31, 2015 respectively, we held available-for-sale marketable securities with an aggregate fair value of $108,466 and $117,022 respectively. As of March 31, 2016, all of our available-for-sale securities were invested in publically traded equity holdings. Available-for-sale securities were classified as current based on the percentage of the equity controlled by the Company as well as our intended use of the assets. The Company recognized unrealized losses, net of tax, in accumulated other comprehensive (loss) income for the three months ended March 31, 2016 and 2015 in the amounts of ($5,386) and ($274,362), respectively.
The Company's assets measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820 at March 31, 2016 and December 31, 2015, were as follows:
Assets and Liabilities Measured at Fair Value on a Recurring Basis as of March 31, 2016
| Quoted Prices in | Significant | | |
| Active Markets for | Other | Significant | |
| Identical Assets and | Observable | Unobservable | Balance as of |
| Liabilities | Inputs | Inputs | March 31, |
Description | (Level 1) | (Level 2) | (Level 3) | 2016 |
Assets: | | | | |
Available-for-sale | | | | |
marketable securities | $108,466 | $ - | $ - | $108,466 |
Assets and Liabilities Measured at Fair Value on a Recurring Basis as of December 31, 2015
| Quoted Prices in | Significant | | |
| Active Markets for | Other | Significant | |
| Identical Assets and | Observable | Unobservable | Balance as of |
| Liabilities | Inputs | Inputs | December 31, |
Description | (Level 1) | (Level 2) | (Level 3) | 2015 |
Assets: | | | | |
Available-for-sale | | | | |
marketable securities | $117,022 | $ - | $ - | $117,022 |
(2) Investments
Investments in Available for Sale Marketable Securities
The Company's investments in available for sale marketable securities as of March 31, 2016 and December 31, 2015 are summarized below.
| | | | | As of March 31, 2016 | |
| | | | | | | | | Accumulated | |
| | | | | Share | | Market/Cost | | Unrealized | |
Company Name | Shares | | Cost | | Price | | Value | | Gain/(Loss) | |
Hangover Joe's Holding Corporation | | | 868,463 | | | | 99,750 | | | | 0.0014 | | | | 1,216 | | | | (98,534 | ) |
Silver Verde May Mining Co., Inc. | | | 246,294 | | | | 46,488 | | | | 0.1000 | | | $ | 24,630 | | | | (21,858 | ) |
WestMountain Gold, Inc. | | | 918,000 | | | | 918 | | | | 0.0900 | | | $ | 82,620 | | | | 81,702 | |
Totals | | | 2,032,757 | | | $ | 147,156 | | | | | | | $ | 108,466 | | | $ | (38,690 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | As of December 31, 2015 | |
| | | | | | | | | | | | | | | | | Accumulated | |
| | | | | | | | | Share | | Market/Cost | | Unrealized | |
Company Name | Shares | | Cost | | Price | | Value | | Gain/(Loss) | |
Hangover Joe's Holding Corporation | | | 868,463 | | | | 99,750 | | | | 0.0021 | | | | 1,824 | | | | (97,926 | ) |
Silver Verde May Mining Co., Inc | | | 246,294 | | | | 46,488 | | | | 0.1770 | | | | 43,594 | | | | (2,894 | ) |
WestMountain Gold, Inc. | | | 918,000 | | | | 918 | | | | 0.0780 | | | | 71,604 | | | | 70,686 | |
Totals | | | 2,032,757 | | | $ | 147,156 | | | | | | | $ | 117,022 | | | $ | (30,134 | ) |
During the three months ended March 31, 2015, the Company's investment in Omni Bio Pharmaceutical, Inc. was determined to have an other than temporary decline in value. The investment was fully impaired resulting in a loss on impairment of available for sale marketable securities of $193,634.
Investments in Nonmarketable Securities
During February 2016, the Company paid $30,000 for 6.98 of RavenBrick Class C unit shares. RavenBrick is an existing customer we provide advisory services to. These services consist of, but are not limited to, developing public recognition of their business plans and strategic goals, and engaging in website development and media production.
| March 31, 2016 | | December 31, 2015 | |
| | | | | Market/Cost | | | | | | Market/Cost | |
Company Name | Shares | | Units | | Value | | Shares | | Units | | Value | |
Nonmarketable Securities: | | | | | | | | | | | | |
SKRP 16, Inc. | | | 200,000 | | | | - | | | $ | 30,000 | | | | 200,000 | | | | - | | | $ | 30,000 | |
Nexcore Real Estate LLC (Common Units) | | | - | | | | 1,645,000 | | | | 1,645 | | | | | | | | 1,645,000 | | | | 1,645 | |
WestMountain Distressed Debt, Inc. | | | 80,000 | | | | - | | | | - | | | | 80,000 | | | | - | | | | - | |
RavenBrick (Class C Units) | | | | | | | 7 | | | | 30,000 | | | | | | | | | | | | | |
Totals Shares or Units | | | 280,000 | | | | 1,645,007 | | | $ | 61,645 | | | | 280,000 | | | | 1,645,000 | | | $ | 31,645 | |
(3) Stockholders Equity
Common Stock
There were 9,517,402 shares of common stock outstanding as of March 31, 2016 and December 31, 2015.
No common shares were issued or cancelled during the three months ended March 31, 2016.
(4) Related Parties
For the three months ended March 31, 2016 and 2015, the Company recorded aggregate advisory/consulting revenue of $50,225 and $53,600, respectively. Of the advisory/consulting revenue recorded in 2016 and 2015, $38,000 and $41,600, respectively, is related party revenue for services performed on behalf of Nexcore Group LP and Bohemian Asset Management, Inc. The Company, Nexcore and Bohemian are under common principal ownership.
As of March 31, 2016 and December 31, 2015, the Company had $38,000 and $6,000, respectively, of accounts receivable from related parties.
On November 1, 2015, our 1,645,000 common shares in NexCore Healthcare Capital Corp and our Class B units of NexCore Real Estate LLC was exchanged for 1,645,000 of common units of NexCore Companies LLC. On November 4, 2015, the Board of Directors of NexCore Companies LLC, authorized a $0.167 per unit cash distribution payable to unit holders of record as of December 15, 2015. On December 18, 2015, we deposited a check in the amount of $274,715 as a result of that distribution. In addition, we posted the related tax impact of $5,510.
Notes Receivable
On October 17, 2014, we entered into a Promissory Note Agreement with WestMountain Distressed Debt, Inc., a related party, in the amount of $25,000. The note bears an interest rate of 18% per annum until paid in full. Repayment of the loan was due on or before April 16, 2015. On April 18, 2015, we entered into a new Promissory Note Agreement for the total principal and interest due on the original note as of April 18, 2015. The new principal amount was $27,256. The new note carried an interest rate of 18% per annum until paid in full. Repayment of the loan was due on or before October 18, 2015. On October 18, 2015 we entered into a new Promissory Note Agreement for the total principal and interest due on the extension as of October 18, 2015. The new principal amount is $29,729. The new note carries an interest rate of 18% per annum until paid in full. Repayment of the loan is due on or before April 18, 2016. As of March 31, 2016, the total principal and interest due on this note is $30,814. The Company is currently in negotiation to extend this note. A full allowance has been recognized against this note and the accrued interest.
On January 27, 2015, we entered into a Promissory Note Agreement with WestMountain Distressed Debt, Inc., a related party, in the amount of $25,000. The note bears an interest rate of 18% per annum until paid in full. Repayment of the loan was due on or before July 27, 2015. On July 27, 2015, we entered into a new Promissory Note Agreement for the total principal and interest due on the original note as of July 27, 2015. The new principal amount is $27,244. The new note carries an interest rate of 18% per annum until paid in full. Repayment of the loan is due on or before January 27, 2016. As of December 31, 2015, principal and interest due on this note is $29,353. On January 27, 2016, we entered into a new Promissory Note Agreement for the total principal and interest due on the extension as of January 27, 2016. The new principal amount was $29,729. The new note carries an interest rate of 18% per annum until paid in full. Repayment of the loan is due on or before July 29, 2016. As of March 31, 2016, principal and interest due on this note is $29,353. A full allowance has been recognized against this note and the accrued interest.
On May 4, 2015, we entered into an additional Promissory Note Agreement with WestMountain Distressed Debt, Inc., a related party, in the amount of $10,000. The note bears an interest rate of 18% per annum until paid in full. Repayment of the loan was due on or before November 4, 2015. On November 4, 2015 we entered into a new Promissory Note Agreement for the total principal and interest due on the original note as of November 4, 2015. The new principal amount is $10,740. The new note carries an interest rate of 18% per annum until paid in full. Repayment of the loan is due on or before May 4, 2016. As of March 31, 2016, principal and interest due on this note is $11,219. The Company is currently in negotiation to extend this note. A full allowance has been recognized against this note and the accrued interest.
On December 31, 2015 management evaluated the collectability of the notes and determined it was necessary to write the balances off. A total of $60,937 was expensed to the income statement.
The Company has determined that WestMountain Distressed Debt, Inc., (WMDS) is considered a "variable interest entity", however, WestMountain Company is not the primary beneficiary.
WestMountain Company provided funding to WMDS to assist in paying their current operational expenses. The Company is not the only financial supporter to WMDS. The first note was dated October 17, 2014. Below is a summary of the current notes with WMDS that have been written off as of March 31, 2016.
AS OF MARCH 31, 2016 | | | | | | | | AS OF DECEMBER 31, 2015 | | | | | | | |
| | | | | | | | | | | | | | | |
Note | | Due | | | | | Accrued | | | | | Note | | Due | | | | | Accrued | | | | |
Date | | Date | | Principal | | | Interest | | | TOTALS | | Date | | Date | | Principal | | | Interest | | | TOTALS | |
10/19/2015 | | 4/19/2016 | | $ | 29,729 | | | $ | 1,085 | | | $ | 30,814 | | 10/19/2015 | | 4/19/2016 | | $ | 29,729 | | | $ | 1,085 | | | $ | 30,814 | |
7/27/2015 | | 1/28/2016 | | | 27,244 | | | | 2,109 | | | | 29,353 | | 7/27/2015 | | 1/28/2016 | | | 27,244 | | | | 2,109 | | | | 29,353 | |
11/5/2015 | | 5/5/2016 | | | 10,740 | | | | 479 | | | | 11,219 | | 11/5/2015 | | 5/5/2016 | | | 10,740 | | | | 479 | | | | 11,219 | |
TOTAL DUE | | $ | 67,713 | | | $ | 3,673 | | | $ | 71,386 | | TOTAL DUE | | $ | 67,713 | | | $ | 3,673 | | | $ | 71,386 | |
Allowance for doubtful accounts | | | | | | | $ | (71,386 | ) | Allowance for doubtful accounts | | | | | | | $ | (71,386 | ) |
Note receivable, relates parties | | | | | | | $ | - | | Note receivable, relates parties | | | | | | | $ | - | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The total funding at risk is not sufficient to permit this entity to finance its activities without additional subordinated financial support.
WestMountain Company is not a majority equity stakeholder in WMDS, nor does it have voting control, control of the board of directors, or substantive management rights. Given that the Company does not have the power to direct their activities that most significantly impact its economic performance, the Company determined that it is not the primary beneficiary of WMDS and therefore is not required to consolidate this entity.
The Company will assess any additional transactions with WMDS to determine if the entity will need to be consolidated with the Company based on the VIE disclosure requirements.
As of March 31, 2016 and December 31, 2015, the following investments in marketable and nonmarketable securities were held in related parties due to common principal ownership:
| | March 31, 2016 | | | December 31, 2015 | |
| | | | | | | | Market/Cost | | | | | | | | Market/Cost | |
Company Name | | Shares | | | Units | | | Value | | �� | Shares | | | Units | | Value | |
Marketable Securities: | | | | | | | | | | | | | | | | | |
Hangover Joe's Holding Corporation | | | 868,463 | | | | $ | - | | | | 1,216 | | | | 868,463 | | | | - | | | $ | 1,824 | |
WestMountain Gold, Inc. | | | 918,000 | | | | | - | | | | 82,620 | | | | 918,000 | | | | - | | | | 71,604 | |
Total Shares or Units | | | 1,786,463 | | | | | - | | | $ | 83,836 | | | | 1,786,463 | | | | - | | | $ | 73,428 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Nonmarketable Securities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Nexcore Companies LLC (Common Units) | | | - | | | | | 1,645,000 | | | | 1,645 | | | | - | | | | 1,645,000 | | | | 1,645 | |
WestMountain Distressed Debt, Inc. | | | 80,000 | | | | | - | | | | - | | | | 80,000 | | | | - | | | | - | |
Totals Shares or Units | | | 80,000 | | | | | 1,645,000 | | | $ | 1,645 | | | | 80,000 | | | | 1,645,000 | | | $ | 1,645 | |
On May 7, 2015 Omni Bio Pharmaceutical filed a Form 8K. This company has been unsuccessful in its fundraising and partnering/licensing efforts and does not anticipate being able to raise sufficient capital to continue operations. Consequently, the Board of Directors of Omni Bio approved an orderly wind down, including negotiations with its senior secured creditor, Bohemian Investments, LLC. This loss in value was deemed to be other than temporary and this investment was fully impaired during the three months ended March 31, 2015 resulting in a loss on impairment of available for sale marketable securities of $193,634.
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
As a consultant to both public and private companies, we promote public visibility and market acceptance for our clients. We use a number of techniques to achieve these objectives for our clients, including developing public recognition of their business plans and strategic goals, managing investor relations, and engaging in website development and media production. We also utilize various social media outlets and services to deliver our client's message. We are paid fees for our services by our clients under written consulting agreements.
Operations
As a consultant, we provide investor relations, website development, video production, and associated marketing and media services to clients. We are paid fees for our services by our clients under written consulting agreements.
Currently, we believe that we have sufficient capital to implement our business operations or to sustain them indefinitely. We have been profitable in the past, including the most recent fiscal quarter. If we can maintain our profitability, we could operate at our present level indefinitely. To date, we have never had any discussions with any possible acquisition candidate nor have we any intention of doing so.
Our principal executive office located at 1001-A E. Harmony Road, #366, Fort Collins, Colorado 80525. Our telephone number is (970) 223-4499.
We have not been subject to any bankruptcy, receivership or similar proceeding.
Results of Operations
The following discussion involves our results of operations for the three months ended March 31, 2016 and 2015.
For the three months ended March 31, 2016 we had advisory/consulting revenues of $50,225 compared to $53,600 for the three months ended March 31, 2015. Of the advisory/consulting fee revenue, $38,000 and $41,600, respectively, were from related parties.
Our revenue remains subject to greater uncertainty than if we had revenue commitments from a number of clients not under common principal ownership. We could be materially impacted if the current arrangement does not continue, and we cannot replace our current clients with other clients.
Operating expenses were $78,679 and $84,381 for the three months ended March 31, 2016 and 2015, respectively. Most of the expenses are related to payroll and contract services.
For the three months ended March 31, 2016 we had a net loss of $23,934. In comparison, for the three months ended March 31, 2015 we had a net loss of $140,069. Most of the decrease in net loss was a result of a write-off of an investment in Omni Bio Pharmaceutical, Inc. of $193,634 in Other Income (Expense) and the income tax benefit of $82,460 in 2015.
As of March 31, 2016, we hold nine investment positions. All the companies classified as marketable securities are publicly traded and listed on the OTC Bulletin Board. Those classified as nonmarketable are private companies or do not have an active market for their shares, although they may be listed for trading. The table below lists the investments and total shares owned by us as of March 31, 2016.
Company Name | | Shares | | | Units | |
Marketable Securities: | | | | | | |
Hangover Joe's Holding Corporation | | | 868,463 | | | | - | |
Silver Verde May Mining Co., Inc. | | | 246,294 | | | | - | |
WestMountain Gold, Inc. | | | 918,000 | | | | - | |
Total Shares or Units | | | 2,032,757 | | | | - | |
| | | | | | | | |
Nonmarketable Securities: | | | | | | | | |
SKRP 16, Inc. | | | 200,000 | | | | - | |
Nexcore Real Estate LLC Common Units | | | - | | | | 1,645,000 | |
WestMountain Distressed Debt, Inc. | | | 80,000 | | | | - | |
RavenBrick Class C Units | | | | | | | 7 | |
Total Shares or Units | | | 280,000 | | | | 1,645,007 | |
Total | | | 2,312,757 | | | | 1,645,007 | |
Our eighth position involves Marine Exploration, Inc. In 2008 the Company invested $50,000 for 175,000,000 shares of common stock in Marine Exploration, which represented 39% of the outstanding common stock of Marine Exploration. The Company recorded this long-term investment using the equity method of accounting for investments. Any net income or net loss must be recorded against the Company's investment, not to exceed the original investment of $50,000. Marine Exploration incurred significant losses during 2008, and the investment was reduced to zero. On August 24, 2010, Marine Exploration authorized a reverse split of 1 new share for 500 old shares of their common stock. As of this date, the Company has less than 1% ownership in Marine Exploration.
Our ninth position is with Omni Bio Pharmaceutical, Inc. On May 7, 2015 Omni Bio Pharmaceutical filed a Form 8K. This company has been unsuccessful in its fundraising and partnering/licensing efforts and does not anticipate being able to raise sufficient capital to continue operations. Consequently, the Board of Directors of Omni Bio approved an orderly wind down, including negotiations with its senior secured creditor, Bohemian Investments, LLC. We invested 1,707,107 shares for a cost of $193,635. As of March 31, 2015, we fully impaired this investment resulting in a loss on impairment of available for sale marketable securities of $193,635.
On October 17, 2014, we entered into a Promissory Note Agreement with WestMountain Distressed Debt, Inc., a related party, in the amount of $25,000. The note bears an interest rate of 18% per annum until paid in full. Repayment of the loan was due on or before April 16, 2015. On April 18, 2015, we entered into a new Promissory Note Agreement for the total principal and interest due on the original note as of April 18, 2015. The new principal amount was $27,256. The new note carried an interest rate of 18% per annum until paid in full. Repayment of the loan was due on or before October 18, 2015. On October 18, 2015 we entered into a new Promissory Note Agreement for the total principal and interest due on the extension as of October 18, 2015. The new principal amount is $29,729. The new note carries an interest rate of 18% per annum until paid in full. Repayment of the loan is due on or before April 18, 2016. As of March 31, 2016, the total principal and interest due on this note is $30,814. The Company is currently in negotiation to extend this note. A full allowance has been recognized against this note and the accrued interest.
On January 27, 2015, we entered into a Promissory Note Agreement with WestMountain Distressed Debt, Inc., a related party, in the amount of $25,000. The note bears an interest rate of 18% per annum until paid in full. Repayment of the loan was due on or before July 27, 2015. On July 27, 2015, we entered into a new Promissory Note Agreement for the total principal and interest due on the original note as of July 27, 2015. The new principal amount is $27,244. The new note carries an interest rate of 18% per annum until paid in full. Repayment of the loan is due on or before January 27, 2016. As of December 31, 2015, principal and interest due on this note is $29,353. On January 27, 2016, we entered into a new Promissory Note Agreement for the total principal and interest due on the extension as of January 27, 2016. The new principal amount was $29,729. The new note carries an interest rate of 18% per annum until paid in full. Repayment of the loan is due on or before July 29, 2016. As of March 31, 2016, principal and interest due on this note is $29,353. A full allowance has been recognized against this note and the accrued interest.
On May 4, 2015, we entered into an additional Promissory Note Agreement with WestMountain Distressed Debt, Inc., a related party, in the amount of $10,000. The note bears an interest rate of 18% per annum until paid in full. Repayment of the loan was due on or before November 4, 2015. On November 4, 2015 we entered into a new Promissory Note Agreement for the total principal and interest due on the original note as of November 4, 2015. The new principal amount is $10,740. The new note carries an interest rate of 18% per annum until paid in full. Repayment of the loan is due on or before May 4, 2016. As of March 31, 2016, principal and interest due on this note is $11,219. The Company is currently in negotiation to extend this note. A full allowance has been recognized against this note and the accrued interest.
On December 31, 2015 management evaluated the collectability of the notes and determined it was necessary to write the balances off. A total of $60,937 was expensed to the income statement.
Liquidity and Capital Resources
As of March 31, 2016, we had cash of $478,542.
Net cash used in operating activities were $71,429 for the three months ended March 31, 2016, compared to net cash used in operating activities of $85,556 for the three months ended March 31, 2015.
On May 7, 2015 Omni Bio Pharmaceutical filed a Form 8K. This company has been unsuccessful in its fundraising and partnering/licensing efforts and does not anticipate being able to raise sufficient capital to continue operations. Consequently, the Board of Directors of Omni Bio approved an orderly wind down, including negotiations with its senior secured creditor, Bohemian Investments, LLC. We invested 1,707,107 shares for a cost of $193,635. As of March 31, 2015, we fully impaired this investment resulting in a loss on impairment of available for sale marketable securities of $193,635.
Net cash used in investing activities was $30,000 for the three months ended March 31, 2016, compared to $25,000 for the three months ended March 31, 2015. The Company invested $30,000 in a non-public company in 2016. In January 2015, we entered into a Promissory Note Agreement with WestMountain Distressed Debt, Inc., a related party, in the amount of $25,000.
Over the next twelve months we do not expect any material capital costs for our operations.
Currently, we believe that we have sufficient capital to implement our business operations or to sustain them at our present level indefinitely. To date, we have never had any discussions with any possible acquisition candidate nor have we any intention of doing so.
We operate out of one office in Colorado. We have no specific plans at this point for additional offices.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements with any party.
Critical Accounting Policies
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, or GAAP, requires management to use judgment in the application of accounting policies, including making estimates and assumptions. We base our estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances. These judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If our judgment or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different accounting policies would have been applied resulting in a different presentation of our financial statements. From time to time, we evaluate our estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current information. Below is a discussion of accounting policies that we consider critical in that they may require complex judgment in their application or require estimates about matters that are inherently uncertain.
We currently rely upon clients under common principal control of our majority shareholder for approximately 74% of our revenues, which means that we could be severally impacted if the current arrangement does not continue and we cannot replace our current clients with other clients.
Approximately 75.7% of the revenues of our clients in the first quarter of 2016 came from entities which were under common principal ownership with our majority shareholder. This was down from 100% in the first quarter in 2015. Our revenue projections are subject to greater uncertainty than if we had revenue commitments from a number of clients not under common principal ownership. We could be materially impacted if the current arrangement does not continue, and we cannot replace our current clients with other clients. While we have no basis to believe that we will not continue to generate revenue from this arrangement, we cannot assure you that these clients or any of our clients, will continue to purchase our products or services in significant volume, or at all.
Our lack of operating history makes it difficult for us to evaluate our future business prospects and make decisions based on those estimates of our future performance. An investor could lose his entire investment.
We have a limited operating history. An investor has no frame of reference to evaluate our future business prospects. This makes it difficult, if not impossible, to evaluate us as an investment. An investor could lose his entire investment if our future business prospects do not result in our ever sustaining profitability.
If we do not continue to generate adequate revenues to finance our operations, our business may fail.
As of March 31, 2016, we had a cash position of $478,542. We anticipate that operating costs will range between $300,000 and $400,000, for the fiscal year ending December 31, 2016. These operating costs include payroll, contract services, marketing costs, and all other costs of operations. We will use contract employees who will be paid on an hourly or monthly fee basis. However, the operating costs and expected revenue generation are difficult to predict. We expect to continue to generate revenues in the next twelve months from our fee-based marketing, media and investor relations consulting services. Since there can be no assurances that revenues will be sufficient to cover operating costs for the foreseeable future, it may be necessary to raise additional funds. Due to our lack of operating history, raising additional funds may be difficult.
Competition in our industry is intense.
Our business plan involves acting as a fee-based marketing and media consultant to public and private companies. This business is highly competitive. There are numerous similar companies providing such services in the United States of America. Our competitors will have greater financial resources and more expertise in this business. Our ability to develop our business will depend on our ability to successfully market our services in this highly competitive environment. We cannot guarantee that we will be able to do so successfully.
The share control position of WestMountain Blue, LLC will limit the ability of other shareholders to influence corporate actions.
Our largest shareholder, WestMountain Blue, LLC, of which Mr. Klemsz is a 16.8% member, owns 8,505,652 shares and thereby controls approximately 90% of our outstanding shares. Because WestMountain Blue, LLC individually beneficially controls more than a majority of the outstanding shares, other shareholders, individually or as a group, will be limited in their ability to effectively influence the election or removal of our directors, the supervision and management of our business or a change in control of or sale of our company, even if they believed such changes were in the best interest of our shareholders generally.
Our future success depends, in large part, on the continued service of our President and Treasurer
We depend almost entirely on the efforts and continued employment of Mr. Anderson, our President, and Mr. Klemsz, our Treasurer. Mr. Anderson is our primary executive officer, and we will depend on him for nearly all aspects of our operations. We do not have an employment contract with either Mr. Anderson or Mr. Klemsz, and we do not carry key person insurance on the life of either gentleman. The loss of the services of either Mr. Anderson or Mr. Klemsz through incapacity or otherwise, would have a material adverse effect on our business. It would be very difficult to find and retain qualified personnel such as either Mr. Anderson or Mr. Klemsz.
Our success also depends upon our ability to develop relationships with our clients. If we cannot develop sufficient relationships, we may never become profitable. An investor could lose his entire investment.
We now have one line of business. We operate as a fee-based marketing and media consultant to client companies, which include both public and private entities. Our success now depends, in large part, on our ability to develop relationships with potential consulting services clients. We have no long-term contracts or other contractual assurances of consulting services. We may never develop sufficient consulting services clients, which would negatively impact our proposed operations. As a result, we may never become profitable or be able to sustain profitability. An investor could lose his or her entire investment.
Risks Related to an Investment in Our Common Stock
The lack of a broker or dealer to create or maintain a market in our stock could adversely impact the price and liquidity of our securities.
We have no agreement with any broker or dealer to act as a market maker for our securities and there is no assurance that we will be successful in obtaining any market makers. Thus, no broker or dealer will have an incentive to make a market for our stock. The lack of a market maker for our securities could adversely influence the market for and price of our securities, as well as your ability to dispose of, or to obtain accurate information about, and/or quotations as to the price of, our securities.
We have limited experience as a public company.
We have only operated as a public company since January, 2009. We trade on the OTC Bulletin Board under the trading symbol WASM. Thus, we have limited experience in complying with the various rules and regulations which are required of a public company. As a result, we may not be able to operate successfully as a public company, even if our operations are successful. We plan to comply with all of the various rules and regulations which are required of a public company. However, if we cannot operate successfully as a public company, your investment may be materially adversely affected. Our inability to operate as a public company could be the basis of your losing your entire investment in us.
We may be required to register under the Investment Company Act of 1940, or the Investment Advisors Act, which could increase the regulatory burden on us and could negatively affect the price and trading of our securities.
Because our proposed business may involve the identification, acquisition and development of investments, we may be required to register as an investment company under the Investment Company Act of 1940 or the Investment Advisors Act and analogous state law. While we believe that we are currently either not an investment company or an investment advisor or are exempt from registration as an investment company under the Investment Company Act of 1940 or the Investment Advisors Act and analogous state law, either the SEC or state regulators, or both, may disagree and could require registration either immediately or at some point in the future. As a result, there could be an increased regulatory burden on us, which could negatively affect the price and trading of our securities.
Our stock has a limited public trading market and there is no guarantee an active trading market will ever develop for our securities.
There has been, and continues to be, a limited public market for our common stock. An active trading market for our shares has not, and may never develop or be sustained. If you purchase shares of common stock, you may not be able to resell those shares at or above the initial price you paid. The market price of our common stock may fluctuate significantly in response to numerous factors, some of which are beyond our control, including the following:
· | actual or anticipated fluctuations in our operating results; |
· | changes in financial estimates by securities analysts or our failure to perform in line with such estimates; |
· | changes in market valuations of other companies, particularly those that market services such as ours; |
· | announcements by us or our competitors of significant innovations, acquisitions, strategic partnerships, joint ventures or capital commitments; |
· | introduction of product enhancements that reduce the need for the products our projects may develop; |
· | departures of key personnel. |
Of our total outstanding shares as of March 31, 2016, a total of 8,755,652, or approximately 91.99%, 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 quoted on the Over-the-Counter Bulletin Board and trades well below $5.00 per share. As a result, our common stock is considered a "penny stock" and is subject to SEC rules and regulations that impose limitations upon the manner in which our shares can be publicly traded. These regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock and the associated risks. Under these regulations, certain brokers who recommend such securities to persons other than established customers or certain accredited investors must make a special written suitability determination for the purchaser and receive the written purchaser's agreement to a transaction prior to purchase. These regulations have the effect of limiting the trading activity of our common stock and reducing the liquidity of an investment in our common stock.
The over-the-counter market for stock such as ours is subject to extreme price and volume fluctuations.
The securities of companies such as ours have historically experienced extreme price and volume fluctuations during certain periods. These broad market fluctuations and other factors, such as new product developments and trends in the our industry and in the investment markets generally, as well as economic conditions and quarterly variations in our operational results, may have a negative effect on the market price of our common stock.
Buying low-priced penny stocks is very risky and speculative.
Our common shares are defined as a penny stock under the Securities and Exchange Act of 1934, and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 jointly with spouse, or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker-dealer must make a suitability determination for each purchaser and receive the purchaser's written agreement prior to the sale. In addition, the broker-dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may affect the ability of broker-dealers to make a market in or trade our common stock and may also affect your ability to resell any shares you may purchase in the public markets.
Issuances of our stock could dilute current shareholders and adversely affect the market price of our common stock, if an active public trading market develops.
We have the authority to issue up to 50,000,000 shares of common stock, 1,000,000 shares of preferred stock, and to issue options and warrants to purchase shares of our common stock without stockholder approval. Although no financing is planned currently, we may need to raise additional capital to fund operating losses. If we raise funds by issuing equity securities, our existing stockholders may experience substantial dilution. In addition, we could issue large blocks of our common stock to fend off unwanted tender offers or hostile takeovers without further stockholder approval.
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 |
| | |
3.1* | | Articles of Incorporation |
| | |
3.2* | | Bylaws |
| | |
3.3 *** | | Amendment to Articles of Incorporation |
| | |
10.1** | | Service Agreement With Bohemian Companies, LLC |
| | |
31.1 | | Certification of CEO/CFO pursuant to Sec. 302 |
| | |
32.1 | | Certification of CEO/CFO pursuant to Sec. 906 |
101.DEF | | XBRL Taxonomy Extension Definition Linkbase Document* |
| | |
101.INS | | XBRL Instance Document |
| | |
101SCH | | XBRL Taxonomy Extension Schema Document |
| | |
101.CAL | | XBRL Taxonomy Extension Calculation Linkbase Document |
| | |
101.LAB | | XBRL Taxonomy Extension Label Linkbase Document |
| | |
101.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document |
| | |
101.DEF | | XBRL Taxonomy Extension Definition Linkbase Document |
* Previously filed with Form SB-2 Registration Statement, January 2, 2008
** Previously filed with Form 10-KSB Registration Statement, February 29, 2008
*** Previously filed under cover of Form 8K, February 27, 2014.
Reports on Form 8-K
No reports were filed under cover of Form 8-K for the fiscal quarter ended March 31, 2015.
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 May 20, 2016.
| WEST MOUNTAIN COMPANY a Colorado corporation | |
| | | |
| By: | /s/ Brian L. Klemsz | |
| | Brian L. Klemsz, President, Chief Executive Officer, Chief Financial Officer and Director (Principal Executive, Accounting and Financial Officer) | |