UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
WESTMOUNTAIN INDEX ADVISOR, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
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(Title of Class of Securities)
96110W203
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(CUSIP Number)
Gregory Schifrin
2186 S. Holly St., Suite 104, Denver, CO 80222
(303) 800-0678
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 28, 2011
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Date of Event Which Requires Filing of This Statement
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13D-1(e), 13D-1(f) or 13D-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13D-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
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CUSIP NO. 44920E 10 4 PAGE 2
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gregory Schifrin
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ X ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
US
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NUMBER OF 7 SOLE VOTING POWER 3,918,750 SHARES
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SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0 SHARES
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OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 3,918,750 SHARES
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REPORTING
PERSON 10 SHARED DISPOSITIVE POWER 0 SHARES
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WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,918,750 SHARES
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12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.6%
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14 TYPE OF REPORTING PERSON*
IN
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ITEM 1. SECURITY AND ISSUER.
This Schedule 13D ("13D") relates to the shares of common stock, par value
$0.001 per share (the "Common Stock"), of WestMountain Index Advisor, Inc.
("WMTN"), a Colorado corporation, whose principal executive office is located at
2186 S. Holly St., Suite 104, Denver, CO 80222. The principal executive officer
is Gregory Schifrin, Chief Executive Officer.
This 13D gives notice of the following transactions related to the WMTN
acquisition of Terra Mining Corporation ("TMC") and its subsidiary, Terra Gold
Corporation ("TGC") that closed February 28, 2011.
SHARE EXCHANGE AGREEMENT
WMTN entered into a Share Exchange Agreement with Gregory Schifrin,
American Mining Corporation ("AMC") and James Baughman to acquire 100% of the
issued and outstanding shares of common stock of TMC in exchange for 1,500,000
shares of restricted common stock of WMTN, including 618,750 to Mr. Schifrin.
SUBSCRIPTION AGREEMENT WITH MINING MINERALS, LLC
On February 18, 2011, WMTN entered into a Subscription Agreement with
Mining Minerals LLC (owned 60% and 40 % by Gregory Schifrin and James Baughman,
respectively) whereby WMTN acquired the claims recorded with the Alaska
Department of Natural Resources, Recording Numbers 2010-000468-0 through
2010-000481-0, recorded on October 19, 2010, in exchange for a total of
5,000,000 of the outstanding and issued common stock of WMTN, including
3,000,000 shares to Mr. Schifrin.
WARRANTS
On February 18, 2011, WMTN issued Warrants to the TMC founder investors
Gregory Schifrin (subject to terms as contained in the $0.001 Warrant Form) for
300,000 of WMTN common stock. The Warrants expire February 17, 2014 and are
exercisable at $.001 per share.
ITEM 2. IDENTITY AND BACKGROUND.
This 13D is being filed pursuant to Rule 13D-1(a) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act". Gregory Schifrin is an
American citizen. This "Reporting Person" is an "institutional investor" or an
"accredited investor."
Information with respect to this Reporting Person is given solely by such
Reporting Person.
Mr. Schifrin has worked as a geologist and manager for 28 years in mining
and mineral exploration industry where he has been involved in precious, base
metals, and uranium exploration and development. Mr. Schifrin has provided
technical services and project management for major and junior mining companies.
From December 2007 to the present Mr. Schifrin was the President and
Director of Silver Verde May Mining Corporation. During his tenure Mr. Schifrin
managed corporate finance, accounting, legal and regulatory requirements,
exploration, geologic evaluation, project generation and land acquisition. Mr.
Schifrin also served as President and a Director in February and March 2010 of
American Mining Corporation.
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From 1985 to the Present, Mr. Schifrin was the co founder and President of
Minex Exploration, a mining industry known exploration consulting and service
company, where Mr. Schifrin managed a staff of 15 to 20 personnel, clients and
contracts, accounting, legal and regulatory requirements, as well as managing
exploration projects, grassroots through drilling and development phase,
throughout North America for major and junior mining companies.
From October 1992 to the Present, Mr. Schifrin co-founded Selkirk
Environmental, Inc., an environmental consulting and service company where he
managed environmental regulatory compliance, risk analysis, pollution cleanup
and environmental assessment for public and private clients.
From November of 2006 to December 2007, Mr. Schifrin was the, President and
CEO of Golden Eagle Mining Corporation, where he managed corporate affairs,
geological exploration, property acquisition and accounting.
In August of 1983, Mr. Schifrin received a Bachelor of Science degree in
Geology from the University of Idaho, Moscow. He is a registered professional
geologist in the State of Washington. Mr. Schifrin resides in Sandpoint, Idaho.
The principal business address of Mr. Schifrin is 2186 S. Holly St., Suite
104, Denver, CO 80222.
During the last five years, the Reporting Person, to the best of his
knowledge, has not been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors). During the last five years, the Reporting
Person, to the best of his knowledge, has not been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
See description to Item 4.
ITEM 4. PURPOSE OF TRANSACTION.
The Common Stock were acquired for, and are being held for, investment
purposes.
This 13D gives notice of the following transactions related to the WMTN
acquisition of TMC and its subsidiary, TGC that closed February 28, 2011.
SHARE EXCHANGE AGREEMENT
WMTN entered into a Share Exchange Agreement with Gregory Schifrin, AMC and
James Baughman to acquire 100% of the issued and outstanding shares of common
stock of TMC in exchange for 1,500,000 shares of restricted common stock of
WMTN, including 618,750 to Mr. Schifrin.
SUBSCRIPTION AGREEMENT WITH MINING MINERALS, LLC
On February 18, 2011, WMTN entered into a Subscription Agreement with
Mining Minerals LLC (owned 60% and 40 % by Gregory Schifrin and James Baughman,
respectively) whereby WMTN acquired the claims recorded with the Alaska
Department of Natural Resources, Recording Numbers 2010-000468-0 through
2010-000481-0, recorded on October 19, 2010, in exchange for a total of
5,000,000 of the outstanding and issued common stock of WMTN, including
3,000,000 shares to Mr. Schifrin.
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WARRANTS
On February 18, 2011, WMTN issued Warrants to the TMC founder investors
Gregory Schifrin (subject to terms as contained in the $0.001 Warrant Form) for
300,000 of WMTN common stock. The Warrants expire February 17, 2014 and are
exercisable at $.001 per share.
Other
The Reporting Person may purchase additional shares of Common Stock from
time to time depending upon price, market conditions, availability of funds,
evaluation of other investment opportunities, and other factors. The Reporting
Person have no present intention to sell any shares of Common Stock, although
any Reporting Person could determine from time to time, based upon the same
factors listed above for purchases, to sell some or all of the shares of Common
Stock held by such Reporting Person.
The Reporting Person do not have any plans or proposals that would result
in any of the actions or transactions described in clauses (a)through (j) of
Item 4 of Schedule 13D, except as previously disclosed in this Schedule 13D, as
amended, or as set forth above.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
(a) As of March 14, 2011, Mr. Schifrin beneficially owned 3,918,750 shares
of Common Stock individually.
Mr. Schifrin beneficially owned 23.6% of the Common Stock outstanding,
based on total shares of Common Stock outstanding as of March 14, 2011 of
16,617,313 Shares on a fully diluted basis.
(b) As of March 14, 2011, Mr. Schifrin had sole voting power and sole
dispositive power with respect to 3,918,750 shares of Common Stock individually.
(c) Mr. Schifrin has acquired 3,918,750 shares of Common Stock individually
and within the 60 days prior to the filing of this Schedule 13D.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Except as described herein, no Reporting Person nor any other person
referred to in Item 2 herein, has any contract, arrangements understandings or
relationship (legal or otherwise) with any person with respect to any securities
of the Issuer, including but not limited to the transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or losses, or the giving or
withholding of proxies.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
All materials are attached as exhibits for Form 8-K filed by WMTN with the
SEC on March 4, 2011.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: March 14, 2011
Gregory Schifrin
By: /s/ Gregory Schifrin
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Name: Gregory Schifrin
Investor
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
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