wmtn_10q.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the three month period ended April 30, 2012

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 0-53028

WESTMOUNTAIN INDEX ADVISOR, INC.

(Exact Name of Issuer as specified in its charter)

Colorado		26-1315498
(State or other jurisdiction of incorporation)		(IRS Employer File Number)

2186 S. Holly St., Suite 104 Denver, CO		80222
(Address of principal executive offices)		(zip code)

(303) 800-0678

(Registrant's telephone number, including area code)

Securities to be Registered Pursuant to Section 12(b) of the Act: None

Securities to be Registered Pursuant to Section 12(g) of the Act:

Common Stock, $0.001 per share par value

Indicate by check mark whether the registrant (1) has filed all Reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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: þ No: o

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: o No: o

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	o	Non accelerated filer	o
Accelerated filer	o	Smaller reporting company	þ

Indicate by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the Exchange Act): Yes: o No: þ

As of June 14, 2012, the Company had 20,250,276 shares of $0.001 par value common stock issued.

FORM 10-Q

TABLE OF CONTENTS

		Page

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	3

	Consolidated Balance Sheets as of April 30, 2012 (unaudited) and October 30, 2011	3

	Consolidated Statements of Operations for the three months and six months ended April 30, 2012 and 2011 and from inception to April 30, 2012 (unaudited)	4

	Consolidated Statement of Cash Flows for the six months ended April 30, 2012 and 2011 and from inception to April 30, 2012 (unaudited)	5

	Notes to Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26

Item 4.	Controls and Procedures	27

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	28

Item 1A.	Risk Factors	28

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28

Item 4.	Mine Safety Disclosure	29

Item 6.	Exhibits	29

Signatures		30

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

WESTMOUNTAIN INDEX ADVISOR, INC. AND SUBSIDIARIES

A DEVELOPMENT STAGE COMPANY

CONSOLIDATED BALANCE SHEETS

	April 30, 2012			October 31, 2011
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	-		$	9,791
Prepaid expenses		5,927			238,860
Other current assets - related party		37,729			20,839
Total current assets		43,656			269,490

EQUIPMENT, NET		467,460			412,070

OTHER ASSETS
Contractual rights		700,000			600,000
Mining claims		14,269			15,086
Security deposits		2,050			2,050

TOTAL ASSETS	$	1,227,435		$	1,298,696

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable	$	505,906		$	774,235
Accounts payable - related parties		894,855			489,435
Accrued payroll and vacation		109,653			35,914
Accrued expenses - related parties		33,207			80,011
Accrued interest		18,466			-
Promissory notes		685,000			-
Other current liabilities		36,267			28,167
Total current liabilities		2,283,354			1,407,762

COMMITMENTS AND CONTINGENCIES		-			-

STOCKHOLDERS' DEFICIT

Preferred stock, $.10 par value; 1,000,000 shares authorized, -0- shares issued and
outstanding at April 30, 2012 and October 31, 2011, respectively		-			-
Common stock - $0.001 par value, 200,000,000 shares authorized, 20,150,276
and 18,450,354 shares issued and outstanding at April 30, 2012 and October 31, 2011, respectively		20,150			18,450
Additional paid in capital		5,806,474			4,402,762
Accumulated deficit		(6,882,543	)		(4,530,278	)
Total stockholders' deficit		(1,055,919	)		(109,066	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	1,227,435		$	1,298,696

See notes to consolidated financial statements.

WESTMOUNTAIN INDEX ADVISOR, INC. AND SUBSIDIARIES

A DEVELOPMENT STAGE COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended,						Six Months Ended,						From March 25, 2010 (Inception)
	April 30, 2012			April 30, 2011			April 30, 2012			April 30, 2011			to April 30, 2012

REVENUE	$	-		$	-		$	-		$	-		$	-
COST OF SALES		-			-			-			-			-
GROSS PROFIT		-			-			-			-			-
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		523,638			224,630			1,158,040			505,982			3,310,649
EXPLORATION EXPENSE		44,557			-			568,780			-			2,029,963
OPERATING LOSS		(568,195	)		(224,630	)		(1,726,820	)		(505,982	)		(5,340,612	)

OTHER INCOME (EXPENSE):
Interest (expense) income, net		(203,933	)		(2,703	)		(625,447	)		(29,172	)		(637,688	)
Consulting income - Terra Mining Corporation		-			50,400			-			50,400			50,400
Financing fee		-			-			-			(14,400	)		(54,645	)
Merger expense		-			(900,000	)		-			(900,000	)		(900,000	)
Total other expense		(203,933	)		(852,303	)		(625,447	)		(893,172	)		(1,541,933	)

LOSS BEFORE INCOME TAXES		(772,128	)		(1,076,933	)		(2,352,267	)		(1,399,154	)		(6,882,545	)

INCOME TAX EXPENSE		-			-			-			-			-

NET LOSS	$	(772,128	)	$	(1,076,933	)	$	(2,352,267	)	$	(1,399,154	)	$	(6,882,545	)

Basic and diluted loss per common share attributable to WestMountain Index Advisor, Inc. and subsidiaries common shareholders-

Basic and diluted loss per share	$	(0.04	)	$	(0.10	)	$	(0.12	)	$	(0.18	)

Weighted average shares of common stock outstanding- basic and diluted		19,857,151			10,786,044			19,327,486			8,607,260

See notes to consolidated financial statements.

WESTMOUNTAIN INDEX ADVISOR, INC. AND SUBSIDIARIES

A DEVELOPMENT STAGE COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six Months Ended,						From March 25, 2010 (Inception) to April 30, 2012
	April 30, 2012			April 30, 2011			From March 25, 2010 (Inception) to April 30, 2012

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(2,352,267	)	$	(1,399,154	)	$	(6,882,545	)
Adjustments to reconcile net loss to net cash
(used in) operating activities
Depreciation and amortization		45,427			4,363			48,004
Warrant amortization expense		628,304			-			628,304
Issuance of common stock and warrants for services and expenses		472,510			1,035,944			2,245,710
Issuance of common stock per-merger		-			-			48,202
Changes in operating assets and liabilities:
Prepaid expenses		232,933			(158,568	)		(59,703	)
Other current assets- related party		(16,890	)		(5,500	)		(37,729	)
Contractual rights		(100,000	)		(150,000	)		(250,000	)
Other assets		-			(2,050	)		(2,050	)
Accounts payable - trade and accrued expenses		190,591			(19,244	)		1,446,844
CASH USED IN OPERATING ACTIVITIES		(899,392	)		(694,209	)		(2,814,963	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(100,000	)		(156,344	)		(513,998	)
Cash acquired in merger		-			101,252			101,252
Cash paid for mining claims		-			(4,628	)		(15,903	)
NET CASH USED IN INVESTING ACTIVITIES:		(100,000	)		(59,720	)		(428,649	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from promissory notes		685,000			5,000			1,315,000
Repayment of debenture notes		-			(630,000	)		(630,000	)
Proceeds from demand promissory notes		-			400,000			550,000
Proceeds form the issuance of common stock per-merger		-			1,000,000			34,000
Proceeds from the issuance of common stock		304,601			-			1,974,612
NET CASH PROVIDED BY FINANCING ACTIVITIES		989,601			775,000			3,243,612

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(9,791	)		21,071			-

CASH AND CASH EQUIVALENTS, beginning of period		9,791			512,006			-

CASH AND CASH EQUIVALENTS, end of period	$	-		$	533,077		$	-

Supplemental disclosures of cash flow information:
Interest paid	$	481		$	29,107		$	29,588
Taxes paid	$	-		$	-		$	-

WestMountain items acquired in merger:
Other current assets	$	-		$	44,670		$	44,670
Fixed assets	$	-		$	649		$	649
Accounts payable and other accrued liabilities	$	-		$	(86,815	)	$	(86,815	)

Non-cash investing and financing activities:
Stock issuance for contractual rights	$	-		$	250,000		$	400,000
Common stock issued for promissory notes	$	192,500		$	1,160,547		$	692,500

See notes to consolidated financial statements.

WESTMOUNTAIN INDEX ADVISOR, INC. AND SUBSIDIARIES

A DEVELOPMENT STAGE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. BUSINESS

The Company acquired Terra Mining Corporation (“TMC”) on February 28, 2011 and accounted for the transaction as a reverse acquisition using the purchase method of accounting, whereby TMC is deemed to be the accounting acquirer (legal acquiree) and WMTN to be the accounting acquiree (legal acquirer). The Company’s financial statements before the date of Share Exchange are those of TMC with the results of WMTN being consolidated from the date of Share Exchange. The equity section and earnings per share have been retroactively restated to reflect the reverse acquisition and no goodwill has been recorded. The Company adopted TMC’s fiscal year, which is October 31.

WMTN is an exploration and development stage company that explores, acquires, and develops advanced stage properties. The Company has a high-grade gold system in the resource definition phase with 168,000 oz of inferred gold which in total offers potential of 1,000,000 ounces that is owned by the Company’s wholly owned subsidiary, TMC. The property consists of 344 Alaska state mining claims covering approximately 85 square miles. All Government permits and reclamation plans for continued exploration through 2014 were renewed in 2010, which is referred to as the “TMC project”.

The Company’s primary activity will be to proceed with the TMC project and other mining opportunities that may present themselves from time to time. The Company cannot guarantee that the TMC project will be successful or that any project that WMTN embarks upon will be successful. The goal is to build our Company into a successful mineral exploration and development Company.

The Company has budgeted expenditures for the next twelve months of approximately $3,500,000, depending on additional financing, for general and administrative expenses and exploration and development to implement the business plan as described below.

WMTN believes it will have to raise substantial additional capital in order to fully implement the business plan. If economic reserves of gold and/or other minerals are proven, additional capital will be needed to actually develop and mine those reserves. The Company must expend $6,750,000 for a total of $9,050,000 plus option payments of $450,000 over the next three years as an “earn in” on the TMC project to own rights to 80% of the project. Even if economic reserves are found, if the Company is unable to raise this capital, the Company will not be able to complete the earn in on this project.

The Company’s principal source of liquidity for the next several years will need to be the continued raising of capital through the issuance of equity or debt. WMTN plans to raise funds for each step of the project and as each step is successfully completed, raise the capital for the next phase. WMTN believes this will reduce the cost of capital as compared to trying to raise all the anticipated capital at once up front. However, since WMTN’s ability to raise additional capital will be affected by many factors, most of which are not within the Company’s control (see “Risk Factors”), no assurance can be given that WMTN will in fact be able to raise the additional capital as it is needed.

The Company may choose to scale back operations to operate at break-even with a smaller level of business activity, while adjusting overhead depending on the availability of additional financing. In addition, the Company expects that it will need to raise additional funds if the Company decides to pursue more rapid expansion, appropriate responses to competitive pressures, or the acquisition of complementary businesses or technologies, or if it must respond to unanticipated events that require it to make additional investments. The Company cannot assure that additional financing will be available when needed on favorable terms, or at all.

The Company’s accountants have expressed doubt about the Company’s ability to continue as a going concern as a result of its history of net loss. The Company’s ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to successfully execute the plans to pursue the TMC project as described in this Form 10-Q. The outcome of these matters cannot be predicted at this time. These consolidated financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue its business.

UNAUDITED FINANCIAL STATEMENTS

The accompanying unaudited consolidated financial statements of West Mountain and its subsidiaries have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The financial statements for the periods April 30, 2012 and 2011 are unaudited and include all adjustments necessary to a fair statement of the results of operations for the periods then ended. All such adjustments are of a normal, recurring nature. The results of the Company’s operations for any interim period are not necessarily indicative of the results of the Company’s operations for a full fiscal year. For further information, refer to the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2011 as filed with the Securities and Exchange Commission (the “SEC”) on December 20, 2011.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

This summary of significant accounting policies is presented to assist in understanding the Company’s consolidated financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.

Accounting Method

The Company’s financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

Principles of Consolidation

These consolidated financial statements include our consolidated financial position, results of operations, and cash flows. All material intercompany balances and transactions have been eliminated in the accompanying consolidated financial statements.

Foreign Currency Translation

The consolidated financial statements are presented in US dollars, which is the parent company’s and its subsidiary’s functional currency and the Company’s presentation currency. Transactions in foreign currencies are initially recorded in the functional currency at the rate in effect at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the spot rate of exchange in effect at the reporting date. All differences are taken to the consolidated statement of operations and comprehensive loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the initial transaction.

Cash and Cash Equivalents

The Company classifies highly liquid temporary investments with an original maturity of three months or less when purchased as cash equivalents. The Company maintains cash balances at various financial institutions. Balances at US banks are insured by the Federal Deposit Insurance Corporation up to $250,000. Beginning December 31, 2010 and through December 31, 2012, all noninterest-bearing transaction accounts are fully insured, regardless of the balance of the account, at all FDIC-insured institutions. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risk for cash on deposit. As of April 30, 2012, the Company had no uninsured cash amounts.

Equipment

Equipment consists of machinery, furniture and fixtures and software, which are stated at cost less accumulated depreciation and amortization. Depreciation is computed by the straight-line method over the estimated useful lives or lease period of the relevant asset, generally 3-5 years.

Mineral Properties

Costs of acquiring mineral properties are capitalized by project area upon purchase of the associated claims. Costs to maintain the mineral rights and leases are expensed as incurred. When a property reaches the production stage, the related capitalized costs will be amortized, using the units of production method on the basis of periodic estimates of ore reserves.

Mineral properties are periodically assessed for impairment of value and any diminution in value.

The Company has access to the camp by airplane. There is no road access from camp to the project area where drilling and bulk sampling mining occurs. It is approximately 1 1/2 miles from camp to the project area. Power generation is by diesel generator at the camp. Fuel is brought in for the generators by a cargo plane to the airstrip.

Long-Lived Assets

The Company reviews its long-lived assets for impairment when changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Long-lived assets under certain circumstances are reported at the lower of carrying amount or fair value. Assets to be disposed of and assets not expected to provide any future service potential to the Company are recorded at the lower of carrying amount or fair value (less the projected cost associated with selling the asset). To the extent carrying values exceed fair values, an impairment loss is recognized in operating results. As of April 30, 2012, there are no impairments recognized.

Alaska Reclamation and Remediation Liabilities

The Company operates in Alaska. The State of Alaska Department of Natural Resources requires a pool of funds from all permittees with exploration and mining projects to cover reclamation. There is a $750 per acre disturbance reclamation bond that is required for disturbance of 5 acres or more and/or removal of more the 50,000 cubic yards of material. The Company does not expect to exceed the minimum requirements and is not expected to be required to file a reclamation bond until the project advances and feasibility justifies expansion.

The Company expects to record reclamation bond as a liability in the period in which the Company is required to pay a reclamation bond. A corresponding asset is also recorded and depreciated over the life of the asset. After the initial measurement of the asset retirement obligation, the liability will be adjusted at the end of each reporting period to reflect changes in reclamation bond.

Mineral Exploration and Development Costs

All exploration expenditures are expensed as incurred. Significant property acquisition payments for active exploration properties are capitalized. If no minable ore body is discovered, previously capitalized costs are expensed in the period the property is abandoned. Expenditures to develop new mines, to define further mineralization in existing ore bodies, and to expand the capacity of operating mines, are capitalized and amortized on a unit of production basis over proven and probable reserves.

Should a property be abandoned, its capitalized costs are charged to operations. The Company charges to operations the allocable portion of capitalized costs attributable to properties abandoned. Capitalized costs are allocated to properties sold based on the proportion of claims sold to the claims remaining within the project area.

Net Loss Per Share

Basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the income of the Company, subject to anti-dilution limitations. As of April 30, 2012, the Company had warrants for the purchase of 6,944,796 common shares and 385,000 common shares related promissory notes to which were considered but were not included in the computation of loss per share at April 30, 2012 because they would have been anti-dilutive. As of April 30, 2011, the Company had warrants for the purchase of 9,586,095 common shares which were considered but were not included in the computation of loss per share at April 30, 2011 because they would have been anti-dilutive In addition, the Company has 500,000 shares of common stock to be issued over three years to International Tower Hill Ltd. which could potentially dilute future earnings per share.

Prepaid Expenses

Prepaid expenses were $5,927 and $238,860 as of April 30, 2012 and October 31, 2011, respectively. The expenses reflect the warrants are being amortized over the life of the service agreements and other prepaid expenses.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Recent Accounting Pronouncements

A variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and various regulatory agencies. Due to the tentative and preliminary nature of those proposed standards, management has not determined whether implementation of such proposed standards would be material to the consolidated financial statements.

NOTE 3. AGREEMENTS

Exploration, Development and Mine Operating Agreements

Joint Venture Agreement

On September 15, 2010, TMC, TGC and Raven Gold Alaska, Inc. (“Raven”) signed an Exploration, Development and Mine Operating Agreement (“JV Agreement”). TMC agreed to have 250,000 shares of WMTN common stock issued to Raven no later than one year after the closing of the acquisition of TMC by WMTN and an additional 250,000 shares of WMTN common stock issued on or before each of December 31, 2011 and December 31, 2012. The $50,000 due with the signing of the Letter of Intent in February 2010 was paid September 17, 2010. TMC has incurred $1,937,000 of project expenses through December 31, 2011 as defined by the JV Agreement.

The JV Agreement has a term of twenty years, which can continue longer as long as products are produced on a continuous basis and thereafter until all materials, equipment and infrastructure are salvaged and disposed of, environmental compliance is completed and accepted and the parties have completed a final accounting. The JV Agreement defines terms and conditions where TMC and TGC earns a 51% interest with the following payments and stock issuances-

Pay the following options payments:

●	Payment of $10,000 with the signing of the Letter of Intent in February 2010 (paid September 2010).

●	Payment of $40,000 with the signing of the JV Agreement (paid September 2010).

●	Payment of $100,000 on or before December 31, 2011 (paid in December 2011).

●	Payment of $150,000 on or before December 31, 2012.

Provide the following project funding-

●	Payment of $1 million in project expenses on or before December 31, 2011, including $100,000 (paid) to Raven for camp equipment.

●	Payment of $2.5 million in additional project expenses on or before December 31, 2012, including $100,000 to Raven for camp equipment.

●	Payment of $2.5 million in additional project expenses on or before December 31, 2013.

Issue the following common stock, which is subject to a two year trading restriction, upon the completion of the acquisition of TMC by WMTN:

●	Issue 250,000 shares of WMTN common stock no later than one year after the closing of the acquisition of TMC (issued).

●	Issue 250,000 shares of WMTN common stock on or before December 31, 2011 (issued), and December 31, 2012.

TMC and TGC then can increase their interest to 80% in the project with the following payments and stock issuances:

●	Payment of $150,000 on or before December 31, 2013.

●	Payment of $3.05 million in additional project expenses on or before December 31, 2014.

●	Issue 250,000 shares of WMTN common stock on or before December 31, 2014.

The failure to operate in accordance with the JV Agreement could result in the Company’s interest in the JV being revoked or the JV Agreement being terminated.

All costs related to the JV Agreement have been recorded as exploration expenses. The Company has not earned its 51% interest in the joint venture and does not control the joint venture therefore, the joint venture is not consolidated in the Company’s financial statements. At such time as the Company earns its 51% or gains control of the joint venture, it will consolidate the operations of the joint venture.

Amended Claims Agreement with Ben Porterfield

On January 7, 2011, TMC entered into an Amended Claims Agreement with Ben Porterfield related to five mining claims known as Fish Creek 1-5 (ADL-648383 through ADL-648387), which claims have been assigned to the Terra Project. As part of this Amended Claims Agreement, Ben Porterfield consented to certain conveyances, assignments, contributions and transfers related to this above five mining claims.

The Amended Lease Agreement, which incorporates the Lease dated March 22, 2005 and the September 27, 2010 Consent between Ben Porterfield and AngloGold Ashanti (USA) Exploration Inc., has a term of ten years, which can be extended for an additional ten years with thirty days written notice. The Amended Lease Agreement defines terms and conditions and requires the following minimum royalties:

●	Payment of $100,000 annually on March 22, 2011 (paid).

●	Payment of $100,000 annually on March 22, 2012 (paid) through March 22, 2015.

●	Payment of $125,000 annually on March 22, 2016 through the termination of the Amended Claims Agreement.

The Company can terminate the Amended Lease Agreement with the payment of $875,000, less $75,000 paid during the years 2006-2011. The payment maybe paid over three annual payments.

TMC has paid in total $275,000 to Ben Porterfield and WMTN issued 500,000 shares of WMTN restricted common stock on March 23, 2011. The common stock was recorded as Contractual Rights at $250,000 or $.50 per share. Another $25,000 is scheduled to be paid in June 2012. In addition, Mr. Porterfield is to receive 200 tons of Bens Vein materials over the next two years. The investment in the exclusive rights to the mineral properties is accounted for at cost. As of April 30, 2012, the Company has capitalized $550,000 related to this Claims Agreement.

The Amended Lease Agreement, which incorporates the Lease dated March 22, 2005, provides for a production royalty of 4% of the net smelter return for all minerals produced or sold. The Company may repurchase 1% of the production royalty right for $1,000,000 and an additional 1% for $3,000,000.

The failure to operate in accordance with the Amended Lease or Lease Agreements could result in the Lease being terminated.

NOTE 4. EQUIPMENT, NET

Equipment, net comprises of the following:

	Estimated Useful Lives
	Estimated Useful Lives	April 30, 2012			October 31, 2011
		(unaudited)			(audited)
Mining and other equipment	3-5 years	$	515,934		$	414,647
Less: accumulated depreciation			(48,474	)		(2,577	)
		$	467,460		$	412,070

Depreciation expense for the six months ended April 30, 2012 and 2011 was $44,610 and $4,476, respectively.

NOTE 5. RELATED PARTY TRANSACTIONS

Share Exchange Agreement with TMC

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, par value of $0.001 per share.

In addition, WMTN issued warrants to the TMC founder investors Gregory Schifrin and James Baughman for 300,000 and 200,000 shares of WMTN common stock, respectively. WMTN issued warrants to other TMC founder investors for 500,000 shares of common stock. The warrants expire February 17, 2014 and are exercisable at $0.001 per share. WMTN agreed to file a registration statement with the SEC with regard to the shares and shares issuable upon exercise of the warrants within ninety days on a best efforts basis. On June 13, 2011, the warrants were exercised and 1,000,000 shares of WMTN common stock were issued.

WMTN entered into a Share Exchange 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 shares of common stock of WMTN. As of February 18, 2011, the Alaska claims are owned by WMTN. On June 13, 2011, Mining Minerals LLC sold 100,000 shares to Mark Scott for $0.001 per share.

Other Reverse Merger Agreements

WMTN entered into a Consulting Agreement with WestMountain Asset Management, Inc. (“WASM and WASM Agreement”), a WMTN shareholder. Under the terms of the WASM Agreement, WASM agreed to advise WMTN on the acquisition of TMC, funding of WMTN and strengthening the WMTN balance sheet during the period ending December 31, 2011. WASM received a Warrant for 925,000 shares at $0.001 per share. The Warrant is in substantially the form and with the terms as contained in Exhibit 10.14 filed herewith. WMTN agreed to file a registration statement with the SEC with regard to the shares issuable upon exercise of the warrant within ninety days on a best efforts basis. On August 15, 2011, WASM exercised a portion of the warrant and 866,000 shares of WMTN common stock were issued.

Stock Purchase Agreement with TMC

On February 18, 2011, WMTN entered into a Stock Purchase Agreement with TMC related to the acquisition of Terra Gold Corporation (“TGC”), a wholly owned subsidiary of TMC. Under the terms of the Stock Purchase Agreement, WMTN acquired 100% of TGC by assuming $500,000 in debt plus accrued interest of $7,685 owed to BOCO Investments LLC (“BOCO”).

Other Related Party Transactions

The Company has five full-time and part-time employees. We share offices with Minex Mining, a party affiliated with our Chief Executive Officer. Also, we share utilize Minex Mining contractors for exploration and development of our Alaska property. The Company has recorded current assets- related party, accounts payable-related parties and accrued liabilities-related party of $37,729, $894,855 and $33,207 respectively, as of April 30, 2012.

On November 15, 2011, the Company entered into a Note and Warrant Purchase Agreement, a Secured Convertible Promissory Note and a Warrant to Purchase Stock (“Promissory Note Documents”) with BOCO Investments, LLC (“BOCO”), an existing shareholder in the Company.

Any material related party transactions are reported in applicable sections of this Form 10-Q.

NOTE 6. PROMISSORY NOTES

Secured Promissory Note

On November 15, 2011, the Company entered into Promissory Note Documents with BOCO, an existing shareholder in the Company.

Under the Promissory Note Documents, the Company issued a Secured Promissory Note (“Note”) in the principal amount of $300,000. The Note is due in six months and provides for interest at 12% payable in arrears. On June 1, 2012, the due date of the Note was extended to August 31, 2012.The Note is secured by a security interest in the Company’s mineral properties to secure the Company’s performance under the Note. In addition, the Company issued a warrant to purchase 200,000 shares of common stock at $4.00. The Warrant expires November 15, 2021. There are no registration requirements. The Note Documents place certain operating restrictions on the Company.

The Agreement also contains certain representations and warranties of the Company and BOCO, including customary investment-related representations provided by BOCO, as well as acknowledgements by BOCO that it has reviewed certain disclosures of the Company (including the periodic reports that the Company has filed with the SEC) and that the Company’s issuance of the shares has not been registered with the SEC or qualified under any state securities laws. The Company provided customary representations regarding, among other things, its organization, subsidiaries, disclosure reports, absence of certain legal or governmental proceedings, financial statements, tax matters, insurance matters, real property and other assets, and compliance with applicable laws and regulations. BOCO’s representations and warranties are qualified in their entirety (to the extent applicable) by the Company’s disclosures in the reports it files with the SEC. The Company also delivered confidential disclosure schedules qualifying certain of its representations and warranties in connection with executing and delivering the Agreement.

The warrants were valued at $2.07 per share based on Black-Scholes and $414,000 was expensed to interest during the three months ended January 31, 2012.

Unsecured Promissory Notes

On February 10, 2012 the Company entered into Promissory Note Documents with Mark Macklin, an existing shareholder in the Company. Under the Promissory Note Documents, the Company issued a Convertible Promissory Note (“Macklin Note”) in the principal amount of $100,000. The Macklin Note is due in six months and provides for interest at 5% payable in arrears. The Macklin Note is convertible into common stock as $1.00 per share. In addition, the Company issued 50,000 shares of restricted common stock that was expensed to interest at $1.00 per share or $50,000 during the three months ended April 30, 2012.

On March 21, 2012 the Company entered into Promissory Note Documents with Fabin Andres and Bill Andres, existing shareholders in the Company. Under the Promissory Note Documents, the Company issued a Convertible Promissory Note (“Andres Notes”) in the principal amount of $100,000 and $100,000, respectively. The Andres Notes are due in twelve months and provide for interest at 5% payable in arrears. The Andres Notes are convertible into common stock as $1.00 per share. In addition, the Company issued 50,000 shares of restricted common stock to each party that was expensed to interest at $1.00 per share or $100,000 during the three months ended April 30, 2012.

On April 30, 2012 the Company entered into Promissory Note Documents with Silver Verde May Mining Company Inc., a party related to and existing shareholder and a Director of the Company. Under the Promissory Note Documents, the Company issued a Convertible Promissory Notes (“SVM Notes”) in the principal amounts of $75,000 and $10,000, respectively. The Notes are due in seven months and ten months, respectively, and provide for interest at 5% payable in arrears. The SVM Notes are convertible into common stock as $1.00 per share. In addition, the Company issued 42,500 shares of restricted common stock that was expensed to interest at $1.00 per share or $42,500 during the three months ended April 30, 2012.

NOTE 7. EQUITY TRANSACTIONS

On January 24, 2012, the Company issued 60,000 restricted shares of common stock at $.50 per share to Gary Courtney under a Consulting Agreement. The shares do not have registration rights. The shares were valued at $.50 per share and $30,000 was expensed to services during the three months ended January 31, 2012.

During November and December, 2011, the Company signed Subscription Agreements with seven accredited investors for $279,601 and issued 101,674 shares of restricted common stock at $2.75 per share. The restricted common stock does not have registration rights. An amendment to these Subscription Agreements signed in 2011 resulted in an additional issuance of 613,748 shares of restricted common stock. In addition, the Company issued warrants for 804,701 shares at $2.00 per share. The warrants expire February 9, 2015 and do not have registration rights. The warrants may be called by the Company if it has registered the sale of the underlying shares with the SEC and a closing price of $4.00 or more for the Company’s common stock has been sustained for five trading days. A notice filing under Regulation D was filed with the SEC on December 13 and 23, 2011 and June 7, 2012 with regard to these stock issuances.

The Company issued 500,000 shares WMTN restricted common stock to Raven during November December, 2011 at $.50 per share related to the JV Agreement. The shares do not have registration rights. The shares were valued at $.50 per share and $250,000 was expensed to exploration during the three months ended January 31, 2012.

On November 6, 2011, the Company issued 7,000 shares of WMTN restricted common stock to Edward Hall upon the exercise of warrants. A notice filing under Regulation D was filed with the SEC on December 14, 2011 with regard to this stock issuance.

On February 22, 2012, the Company a Subscription Agreement with an accredited investor for $25,000 and issued 25,000 shares of restricted common stock at $1.00 per share. The restricted common stock does not have registration rights. In addition, the Company issued warrants for 25,000 shares at $2.00 per share. The warrants expire March 1, 2015 and do not have registration rights. The warrants may be called by the Company if it has registered the sale of the underlying shares with the SEC and a closing price of $4.00 or more for the Company’s common stock has been sustained for five trading days. A notice filing under Regulation D was filed with the SEC on June 7, 2012 with regard to this stock issuance.

On March 28, 2012, the Company issued 200,000 shares of WMTN common stock to the Sterling Group upon the exercise of warrants. A notice filing under Regulation D was filed with the SEC on March 28, 2012 with regard to these stock issuances.

On November 13, 2011, the Company issued a warrant for the purchase of 92,000 shares of common stock of the Company at $2.00 per share to Hinman Au for advisory services. The warrant expires November 12, 2014 and does not have registration rights. The warrant may be called by the Company if it has registered the sale of the underlying shares with the SEC and a closing price of $4.00 or more for the Company’s common stock has been sustained for five trading days. The warrants were valued at $2.05 per share based on Black-Scholes and $188,600 was expensed as consulting expense during the three months ended January 31, 2012.

In addition, the Company issued warrants to BOCO to purchase 200,000 shares of common stock at $4.00. The Warrant expires November 15, 2021. There are no registration requirements. The warrants were valued at $2.07 per share based on Black-Scholes and $414,000 was expensed to interest during the three months ended January 31, 2012.

A summary of the warrants issued as of April 30, 2012 were as follows:

	April 30, 2012
				Weighted
				Average
				Exercise
	Shares			Price
Outstanding at beginning of period		6,321,041		$	0.901
Issued		930,755			1.905
Exercised		(207,000	)		(0.483	)
Forfeited		(100,000	)		(0.500	)
Expired		-			-
Outstanding at end of period		6,944,796		$	1.062
Exerciseable at end of period		6,944,796

A summary of the status of the warrants outstanding as of April 30, 2012 is presented below:

		April 30, 2012
		Weighted		Weighted				Weighted
		Average		Average				Average
Number of		Remaining		Exercise		Shares		Exercise
Warrants		Life (Years)		Price		Exerciseable		Price
	62,000		1.92	$	0.001		62,000
	250,000		1.92		0.500		250,000
	3,611,095		1.92		0.750		3,611,095
	1,925,000		1.92		1.000		1,925,000
	896,701		2.83		2.000		896,701
	200,000		9.55		4.250		200,000

	6,944,796			$	1.062		6,944,796	1.062

The significant weighted average assumptions relating to the valuation of the Company’s warrants for the period ended April 30, 2012 were as follows:

Dividend yield	0	%
Expected life	3
Expected volatility	143	%
Risk free interest rate	2	%

At April 30, 2012, vested warrants of 6,944,796 had an aggregate intrinsic value of $7,292,036.

NOTE 8. COMMITMENTS, CONTINGENCIES AND LEGAL PROCEEDINGS

Except as disclosed, there are no pending legal proceedings against us that are expected to have a material adverse effect on our cash flows, financial condition or results of operations.

EMPLOYMENT AGREEMENTS

On October 1, 2010, TMC signed an Employment Agreement with Gregory Schifrin (“Schifrin Agreement”), which agreement was acquired by WMTN as a result of the acquisition of TMC. Under the terms of the Schifrin Agreement, Mr. Schifrin was appointed Chief Executive Officer for an indefinite period at a salary of $120,000 per year. Mr. Schifrin is eligible for annual bonuses and incentive plans as determined by the Company’s Compensation Committee. Mr. Schifrin is eligible for employee benefit programs, including 4 weeks of vacation per year, medical benefits and $500 per day spent on the Company’s project sites. Mr. Schifrin may resign with 60 days' notice. If Mr. Schifrin is terminated without cause, including a change in control (after six months), he is to receive in a lump sum, two times his annual salary, two times his targeted annual bonus, two times his last year’s bonus and any accrued vacation.

On October 1, 2010, TMC signed an Employment Agreement with James Baughman (“Baughman Agreement”), which agreement was acquired by WMTN as a result of the acquisition of TMC. Under the terms of the Baughman Agreement, Mr. Baughman was appointed Chief Operating Officer for an indefinite period at a salary of $120,000 per year. Mr. Baughman is eligible for annual bonuses and incentive plans as determined by the Company’s Compensation Committee. Mr. Baughman is eligible for employee benefit programs, including 4 weeks of vacation per year, medical benefits and $500 per day spent on the Company’s project sites. Mr. Baughman may resign with 60 days' notice. If Mr. Baughman is terminated without cause, including a change in control (after six months), he is to receive in a lump sum, two times his annual salary, two times his targeted annual bonus, two times his last year’s bonus and any accrued vacation.

On April 18, 2011, the Company entered into an Employment Agreement (“Scott Employment Agreement”) with Mark Scott as the Company’s Chief Financial Officer, which was effective April 9, 2011. The Scott Employment Agreement replaced the Scott Consulting Agreement dated February 18, 2011 and which expired on April 8, 2011.

Under the terms of the Scott Employment Agreement, Mr. Scott was appointed Chief Financial Officer for an indefinite period at a salary of $96,000 per year. Mr. Scott is eligible for annual bonuses and incentive plans as determined by the Company’s Compensation Committee. Mr. Scott is eligible for employee benefit programs, including 4 weeks of vacation per year, medical benefits, life and disability insurance. Mr. Scott may resign with 60 days' notice. If Mr. Scott is terminated without cause, including a change in control (after six months), he is to receive in a lump sum, one times his annual salary, one times his targeted annual bonus, one times his last year’s bonus and any accrued vacation.

LEASES

The Company is obligated under various non-cancelable operating leases for their various facilities and certain equipment.

The aggregate unaudited future minimum lease payments, to the extent the leases have early cancellation options and excluding escalation charges, are as follows:

Years Ended April 30,	Total
2013	$	400,534
2014		250,000
2015		100,000
2016		125,000
2017		125,000
Beyond		125,000
Total	$	1,125,534

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-looking statements in this report reflect the good-faith judgment of our management and the statements are based on facts and factors as we currently know them. Forward-looking statements are subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, but are not limited to, those discussed below as well as those discussed elsewhere in this report (including in Part II, Item 1A (Risk Factors)). Readers are urged not to place undue reliance on these forward-looking statements because they speak only as of the date of this report. We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report.

GENERAL DEVELOPMENT OF BUSINESS

THE COMPANY AND OUR BUSINESS

WMTN is an exploration and development company that explores, acquires, and develops advanced stage properties. We have a high-grade gold system in the resource definition phase with 168,000 oz of inferred gold which in total offers potential of 1,000,000 ounces that is owned by our wholly owned subsidiary, TMC. The property consists of 344 Alaska state mining claims covering approximately 85 square miles. All Government permits and reclamation plans for continued exploration through 2014 were renewed in 2010. We refer to this project as the “TMC project”.

We have budgeted expenditures for the next twelve months of approximately $3,500,000, depending on additional financing, for general and administrative expenses and exploration and development to implement the business plan as described below. For further details see “Liquidity and Capital Resources” below.

WMTN believes we will have to raise substantial additional capital in order to fully implement the business plan. If economic reserves of gold and/or other minerals are proven, additional capital will be needed to actually develop and mine those reserves. As discussed under “Liquidity and Capital Resources” below, we must expend $6.8 million over the next four years as our “earn in” on the TMC project to own rights to 80% of the project. Even if economic reserves are found, if we are unable to raise this capital, we will not be able to complete our earn in on this project.

Our principal source of liquidity for the next several years will need to be the continued raising of capital through the issuance of equity or debt. WMTN plans to raise funds for each step of the project and as each step is successfully completed, raise the capital for the next phase. WMTN believes this will reduce the cost of capital as compared to trying to raise all the anticipated capital at once up front. However, since WMTN’s ability to raise additional capital will be affected by many factors, most of which are not within our control (see “Risk Factors”), no assurance can be given that WMTN will in fact be able to raise the additional capital as it is needed.

Our primary activity will be to proceed with the TMC project and other mining opportunities that may present themselves from time to time. We cannot guarantee that the TMC project will be successful or that any project that we embark upon will be successful. Our goal is to build our Company into a successful mineral exploration and development Company.

CORPORATE INFORMATION

We were incorporated in the state of Colorado on October 18, 2007. Our principal executive office is located at 2186 S. Holly St., Suite 104, Denver, CO 80222, and our telephone number is (303) 800-0678. The Company’s principal website address is located at www.terraminingcorp.com. The information on our website is not incorporated as a part of this Form 10-Q.

THE COMPANY’S COMMON STOCK

Our common stock currently trades on the OTCBB Exchange ("OTCBB") under the symbol "WMTN."

KEY MARKET PRIORITIES

Our primary key market priority will be to proceed with the TMC project and other mining opportunities that may present themselves from time to time. We cannot guarantee that the TMC project will be successful or that any project that we embark upon will be successful. Our goal is to build our Company into a successful mineral exploration and development Company.

PRIMARY RISKS AND UNCERTAINTIES

We are exposed to various risks related to the volatility of the price of gold, our need for additional financing, our joint venture agreements, our reserve estimates, operating as a going concern, unique difficulties and uncertainties in mining exploration ventures, and a volatile market price for our common stock. These risks and uncertainties are discussed in more detail below in this item.

RESULTS OF OPERATIONS

The following table presents certain consolidated statement of operations information and presentation of that data as a percentage of change from period-to-period.

THREE MONTHS ENDED APRIL 30, 2012 COMPARED TO THE THREE MONTHS ENDED APRIL 30, 2011

(dollars in thousands)

	Three Months Ended April 30,
	2012			2011			$ Variance			% Variance
	(unaudited)			(unaudited)
Revenue	$	-		$	-		$	-
Cost of sales		-			-			-
Gross profit		-			-			-
Selling, general and administrative expenses		524			225			299			-132.9	%
Exploration expenses		44			-			44			-100.0	%
Operating loss		(568	)		(225	)		(343	)		-152.4	%
Other income (expense):
Interest expense		(204	)		(2	)		(202	)		-10100.0	%
Finance fee		-			50			(50	)		-100.0	%
Merger expense		-			(900	)		900			100.0	%
Total other expense		(204	)		(852	)		648			76.1	%
Net loss	$	(772	)	$	(1,077	)	$	305			28.3	%

EXPENSES

Selling, general and administrative expenses for the three months ended April 30, 2012 increased $299,000 to $524,000 as compared to $225,000 for the three months ended April 30, 2011. Exploration expenses for the three months ended April 30, 2012 increased $44,000 to $44,000 as compared to $0 for the three months ended April 30, 2011. We acquired TMC on February 28, 2011. The expenses included $242,000 of non-cash expenses.

Such expenses for the three months ended April 30, 2012 and 2011 consisted primarily of employee and independent contractor expenses, warrant expenses, expenses related to share issuances, rent, audit, overhead, amortization and depreciation, professional and consulting fees, sales and marketing costs, investor relations, legal, and other general and administrative costs and exploration expenses.

NET LOSS

Net loss for the three months ended April 30, 2012 was $772,000 as compared to a net loss of $1,077,000 for the three months ended April 30, 2011. The net loss included $242,000 of non-cash expenses.

SIX MONTHS ENDED APRIL 30, 2012 COMPARED TO THE SIX MONTHS ENDED APRIL 30, 2011

(dollars in thousands)

	Six Months Ended April 30,
	2012			2011			$ Variance			% Variance
	(unaudited)			(unaudited)
Revenue	$	-		$	-		$	-
Cost of sales		-			-			-
Gross profit		-			-			-
Selling, general and administrative expenses		1,158			506			652			-128.9	%
Exploration expenses		569			-			569			-100.0	%
Operating loss		(1,727	)		(506	)		(1,221	)		-241.3	%
Other income (expense):
Interest expense		(625	)		(29	)		(596	)		-2055.2	%
Finance fee		-			36			(36	)		-100.0	%
Merger expense		-			(900	)		900			100.0	%
Total other expense		(625	)		(893	)		268			30.0	%
Net loss	$	(2,352	)	$	(1,399	)	$	(953	)		-68.1	%

EXPENSES

Selling, general and administrative expenses for the six months ended April 30, 2012 increased $652,000 to $1,158,000 as compared to $506,000 for the six months ended April 30, 2011. Exploration expenses for the six months ended April 30, 2012 increased $569,000 to $569,000 as compared to $0 for the six months ended April 30, 2011. We acquired TMC on February 28, 2011. The expenses included $1,146,000 of non-cash expenses.

Such expenses for the six months ended April 30, 2012 and 2011 consisted primarily of employee and independent contractor expenses, warrant expenses, expenses related to share issuances, rent, audit, overhead, amortization and depreciation, professional and consulting fees, sales and marketing costs, investor relations, legal, and other general and administrative costs and exploration expenses.

NET LOSS

Net loss for the six months ended April 30, 2012 was $2,352,000 as compared to a net loss of $1,399,000 for the six months ended April 30, 2011. The net loss included $1,146,000 of non-cash expenses.

LIQUIDITY AND CAPITAL RESOURCES

We had cash of $0, a working capital deficit of approximately $2,240,000 as of April 30, 2012. In addition, we have $1.1 million due under operating leases in 2012 and future years. Further, we have $6.8 million in mining expenditures in 2012 and future years.

With the acquisition of TMC, we expect that compared to the historic expenses incurred by TMC and, subject to raising additional capital, expenditures will ramp up for exploration and development. We have budgeted expenditures for the next twelve months of approximately $3,500,000, depending on additional financing, for general and administrative expenses and exploration and development. We may choose to scale back operations to operate at break-even with a smaller level of business activity, while adjusting overhead depending on the availability of additional financing. In addition, we expect that we will need to raise additional funds if it decides 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 it must respond to unanticipated events that require it to make additional investments. We cannot assure that additional financing will be available when needed on favorable terms, or at all.

If economic reserves of gold and/or other minerals are proven, additional capital will be needed to actually develop and mine those reserves. We must expend $7 million over the next four years as our “earn in” on the TMC project to own rights to 80% of the project. Even if economic reserves are found, if we are unable to raise this capital, we will not be able to complete our earn in on this project.

We have budgeted the following expenditures for the next twelve months of approximately $3,500,000, depending on additional financing, for general and administrative expenses and exploration and development to implement the business plan as described above.

OPERATING ACTIVITIES

Net cash used in operating activities for the six months ended April 30, 2012 was $899,000. This amount was primarily related to a net loss of $2,352,000, offset by depreciation and amortization and other non-cash expenses of $1,146,000.

INVESTING ACTIVITIES

Net cash used in investing activities for the six months ended April 30, 2012 was $100,000. This amount was primarily related to capital expenditures of $100,000.

FINANCING ACTIVITIES

Net cash provided by financing activities for the six months ended April 30, 2012 was $990,000. This amount was primarily related to the issuance of promissory notes of $685,000 and common stock of $305,000.

The Company’s unaudited contractual cash obligations as of April 30, 2012 are summarized in the table below:

			Less Than						Greater Than
Contractual Cash Obligations	Total		1 Year		1-3 Years		3-5 Years		5 Years
Operating leases	$	1,125,534	$	400,534	$	350,000	$	250,000	$	125,000
Capital lease obligations		0		0		0		0		0
Note payable		685,000		685,000		0		0		0
Mining expenditures		6,750,000		3,500,000		3,250,000		0		0
Acquisitions		0		0		0		0		0
	$	8,560,534	$	4,585,534	$	3,600,000	$	250,000	$	125,000

(1) Based on the end of period exchange rate.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The application of GAAP involves the exercise of varying degrees of judgment. On an ongoing basis, we evaluate our estimates and judgments based on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. We believe that of our significant accounting policies (see summary of significant accounting policies more fully described in Note 2 to the financial statements set forth in this report), the following policies involve a higher degree of judgment and/or complexity:

Cash and Cash Equivalents

The Company classifies highly liquid temporary investments with an original maturity of three months or less when purchased as cash equivalents. The Company maintains cash balances at various financial institutions. Balances at US banks are insured by the Federal Deposit Insurance Corporation up to $250,000. Beginning December 31, 2010, through December 31, 2012, all noninterest-bearing transaction accounts are fully insured, regardless of the balance of the account, at all FDIC-insured institutions. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risk for cash on deposit. As of April 30, 2012, the Company had no uninsured cash amounts.

Equipment

Mineral Properties

Long-Lived Assets

The Company reviews its long-lived assets for impairment annually or when changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Long-lived assets under certain circumstances are reported at the lower of carrying amount or fair value. Assets to be disposed of and assets not expected to provide any future service potential to the Company are recorded at the lower of carrying amount or fair value (less the projected cost associated with selling the asset). To the extent carrying values exceed fair values, an impairment loss is recognized in operating results. As of April 30, 2012 there are no impairments recognized.

Alaska Reclamation and Remediation Liabilities

TMC operates in Alaska. The State of Alaska Department of Natural Resources requires a pool of funds from all permittees with exploration and mining projects to cover reclamation. There is a $750 per acre disturbance reclamation bond that is required for disturbance of 5 acres or more and/or removal of more the 50,000 cubic yards of material. In year one, TMC does not expect to exceed the minimum requirements and is not expected to be required to file a reclamation bond. As the project advances and feasibility justifies expansion, TMC may exceed the minimums outlined and may be required to file a reclamation plan and bond.

Mineral Exploration and Development Costs

Should a property be abandoned, its capitalized costs are charged to operations. The Company charges to operations the allocable portion of capitalized costs attributable to properties sold. Capitalized costs are allocated to properties sold based on the proportion of claims sold to the claims remaining within the project area.

FACTORS THAT MAY AFFECT FUTURE RESULTS

The following factors, in addition to the other information contained in this report, should be considered carefully in evaluating us and our prospects. This report (including without limitation the following factors that may affect operating results) contains forward-looking statements (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) regarding us and our business, financial condition, results of operations and prospects. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements in this report. Additionally, statements concerning future matters such as the development of new products, enhancements or technologies, projections of revenues and profitability, possible changes in legislation and other statements regarding matters that are not historical are forward-looking statements.

The volatility of the price of gold could adversely affect our future operations and our ability to develop our properties.

The potential for profitability of our operations, the value of our properties and our ability to raise funding to conduct continued exploration and development, if warranted, are directly related to the market price of gold and other precious metals. The price of gold may also have a significant influence on the market price of our common stock and the value of our properties. Our decision to put a mine into production and to commit the funds necessary for that purpose must be made long before the first revenue from production would be received. A decrease in the price of gold may prevent our property from being economically mined or result in the write-off of assets whose value is impaired as a result of lower gold prices.

As of June 8, 2012, the price of gold was $1,592 per ounce, based on the daily London PM fix on that date. The volatility of mineral prices represents a substantial risk which no amount of planning or technical expertise can fully eliminate. In the event gold prices decline or remain low for prolonged periods of time, we might be unable to develop our properties, which may adversely affect our results of operations, financial performance and cash flows.

Our Joint Venture Agreement and Amended Claim Agreement are critical to our operations and are subject to cancellation.

On September 15, 2010, we signed an Exploration, Development and Mine Operating Agreement (“JV Agreement”) with Raven.

On March 6, 2012, the Company received a Notice of Default for Failure to Assign Claims in an Area of Interest from Raven. The Company resolved this Notice of Default by assigning certain claims.

The failure to operate in accordance with the JV Agreement could result in the Company’s interest in the JV being revoked or the JV Agreement being terminated.

The failure to operate in accordance with the Amended Lease or Lease Agreements could result in the Lease being terminated.

Estimates of mineralized material are based on interpretation and assumptions and may yield less mineral production under actual conditions than is currently estimated.

Unless otherwise indicated, estimates of mineralized material presented in our press releases and regulatory filings are based upon estimates made by us and our consultants. When making determinations about whether to advance any of our projects to development, we must rely upon such estimated calculations as to the mineralized material on our properties. Until mineralized material is actually mined and processed, it must be considered an estimate only. These estimates are imprecise and depend on geological interpretation and statistical inferences drawn from drilling and sampling analysis, which may prove to be unreliable. We cannot assure you that these mineralized material estimates will be accurate or that this mineralized material can be mined or processed profitably. Any material changes in estimates of mineralized material will affect the economic viability of placing a property into production and such property’s return on capital. There can be no assurance that minerals recovered in small scale metallurgical tests will be recovered at production scale.

The mineralized material estimates have been determined and valued based on assumed future prices, cut-off grades and operating costs that may prove inaccurate. Extended declines in market prices for gold and silver may render portions of our mineralized material uneconomic and adversely affect the commercial viability of one or more of our properties and could have a material adverse effect on our results of operations or financial condition.

We need to continue as a going concern if our business is to succeed.

Our audited financial statements for the period of inception from March 25, 2010 to October 31, 2011 and for the period through April 30, 2012 indicates that there are a number of factors that raise substantial doubt about our ability to continue as a going concern. Such factors identified in the report result from our limited history of operations, limited assets, and operating losses since inception. If we are not able to continue as a going concern, it is likely investors will lose their investments.

Because of the unique difficulties and uncertainties inherent in mineral exploration ventures, we face a high risk of business failure.

Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. The expenditures to be made by us in the exploration of the mineral claim may not result in the discovery of mineral deposits. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. If the results of our exploration do not reveal viable commercial mineralization, we may decide to abandon our claim and acquire new claims for new exploration. The acquisition of additional claims will be dependent upon us possessing capital resources at the time in order to purchase such claims. If no funding is available, we may be forced to abandon our operations.

If we do not obtain additional financing, our business will fail.

For the six months ended April 30, 2012 and during the fiscal year ended October 31, 2011 and the period from inception of March 25, 2010 to April 30, 2012, we had no revenues.

Net loss for the six months ended April, 2012 and 2011 was $2,352,267 and $1,399,154, respectively. Net loss for the year ended October 31, 2011 was $4,035,260 as compared to a net loss of $495,018 for the period from inception of to October 31, 2010. The net loss included $900,000 of non-cash expenses related to the transaction that acquired the TMC and the TMC project.

Our current operating funds are less than necessary to complete all intended exploration of the property, and therefore we will need to obtain additional financing in order to complete our business plan. As of June 14, 2012 we had less than $100,000 in cash.

Our business plan calls for significant expenses in connection with the exploration of the property. We do not currently have sufficient funds to conduct continued exploration on the property and require additional financing in order to determine whether the property contains economic mineralization. We will also require additional financing if the costs of the exploration of the property are greater than anticipated.

We will require additional financing to sustain our business operations if we are not successful in earning revenues once exploration is complete. We do not currently have any arrangements for financing and we can provide no assurance to investors that we will be able to find such financing if required. Obtaining additional financing would be subject to a number of factors, including the market prices for copper, silver and gold, investor acceptance of our property and general market conditions. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us.

The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital will result in dilution to existing shareholders. The only other anticipated alternative for the financing of further exploration would be our sale of a partial interest in the property to a third party in exchange for cash or exploration expenditures, which is not presently contemplated.

Because we have commenced limited business operations, we face a high risk of business failure.

We started exploring our properties in the summer of 2011. Accordingly, we have no way to evaluate the likelihood that our business will be successful. Although we were incorporated in the state of Colorado on October 18, 2007, the Company just acquired our mineral properties with our acquisition of TMC on February 28, 2011. We have not earned any revenues as of the date of this Form 10Q. TMC itself has only been in existence since March 25, 2010.

Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from development of the mineral claims and the production of minerals from the claims, we will not be able to earn profits or continue operations.

There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

We are dependent on key personnel.

Our success depends to a significant degree upon the continued contributions of key management and other personnel, some of whom could be difficult to replace. We do not maintain key man life insurance covering certain of our officers. Our success will depend on the performance of our officers, our ability to retain and motivate our officers, our ability to integrate new officers into our operations and the ability of all personnel to work together effectively as a team. Our failure to retain and recruit officers and other key personnel could have a material adverse effect on our business, financial condition and results of operations.

We lack an operating history and we expect to have losses in the future.

Except for our initial exploration efforts as described above, we have not started our proposed business operations or realized any revenues. We have no operating history upon which an evaluation of our future success or failure can be made. Our ability to achieve and maintain profitability and positive cash flow is dependent upon the following:

	●	Our ability to locate a profitable mineral property;
	●	Our ability to generate revenues; and
	●	Our ability to reduce exploration costs.

Based upon current plans, we expect to incur operating losses in foreseeable future periods. This will happen because there are expenses associated with the research and exploration of our mineral properties. We cannot guarantee that we will be successful in generating revenues in the future. Failure to generate revenues will cause us to go out of business.

Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages as we conduct our business.

The search for valuable minerals involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. Although we conducted a due diligence investigation prior to entering into the acquisition of TMC, risk remains regarding any undisclosed or unknown liabilities associated with this project. The payment of such liabilities may have a material adverse effect on our financial position.

Because we are small and do not have sufficient capital, we may have to cease operation even if we have found mineralized material.

Because we are small and do not have sufficient capital, we must limit our exploration. Because we may have to limit our exploration, we may be unable to mine mineralized material, even if our mineral claims contain mineralized material. If we cannot mine mineralized material, we may have to cease operations.

If we become subject to onerous government regulation or other legal uncertainties, our business will be negatively affected. Governmental regulations impose material restrictions on mineral property exploration and development. Under Alaska mining law, to engage in exploration will require permits, the posting of bonds, and the performance of remediation work for any physical disturbance to the land. If we proceed to commence drilling operations on the mineral claims, we will incur additional regulatory compliance costs.

In addition, the legal and regulatory environment that pertains to mineral exploration is uncertain and may change. Uncertainty and new regulations could increase our costs of doing business and prevent us from exploring for ore deposits. The growth of demand for ore may also be significantly slowed. This could delay growth in potential demand for and limit our ability to generate revenues. In addition to new laws and regulations being adopted, existing laws may be applied to limit or restrict mining that have not as yet been applied. These new laws may increase our cost of doing business with the result that our financial condition and operating results may be harmed.

We may not have access to all of the supplies and materials we need to begin exploration that could cause us to delay or suspend operations.

Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies, such as explosives, and certain equipment such as bulldozers and excavators that we might need to conduct exploration. We have not attempted to locate or negotiate with any suppliers of products, equipment or materials. We will attempt to locate products, equipment and materials after this offering is complete. If we cannot find the products and equipment we need, we will have to suspend our exploration plans until we do find the products and equipment we need.

Because of the speculative nature of exploration of mineral properties, there is no assurance that our exploration activities will result in the discovery of new commercially exploitable quantities of minerals.

We plan to continue to source exploration mineral claims. The search for valuable minerals as a business is extremely risky. We can provide investors with no assurance that additional exploration on our properties will establish that additional commercially exploitable reserves of gold exist on our properties. Problems such as unusual or unexpected geological formations or other variable conditions are involved in exploration and often result in exploration efforts being unsuccessful. The additional potential problems include, but are not limited to, unanticipated problems relating to exploration and attendant additional costs and expenses that may exceed current estimates. These risks may result in us being unable to establish the presence of additional commercial quantities of ore on our mineral claims with the result that our ability to fund future exploration activities may be impeded.

Weather and location challenges may restrict and delay our work on our property.

We plan to conduct our exploration on a seasonal basis, it is possible that snow or rain could restrict and delay work on the properties to a significant degree. Our property is located in a relatively remote location, which creates additional transportation and energy costs and challenges.

As we face intense competition in the mining industry, we will have to compete with our competitors for financing and for qualified managerial and technical employees.

The mining industry is intensely competitive in all of its phases. Competition includes large established mining companies with substantial capabilities and with greater financial and technical resources than we have. As a result of this competition, we may be unable to acquire additional attractive mining claims or financing on terms we consider acceptable. We also compete with other mining companies in the recruitment and retention of qualified managerial and technical employees. If we are unable to successfully compete for financing or for qualified employees, our exploration and development programs may be slowed down or suspended.

Trading of our stock may be restricted by Blue Sky eligibility and the SEC's penny stock regulations which may limit a stockholder's ability to buy and sell our stock.

We currently are not Blue Sky eligible in certain states so trading of the Company’s stock in such states may be restricted. In addition, the SEC has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Under the penny stock rules, additional sales practice requirements are imposed on broker-dealers who sell to persons other than established customers and "accredited investors." The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to broker-dealers ability to trade in the Company’s securities. The Blue Sky eligibility and the penny stock rules may discourage investor interest in and limit the marketability of, the Company’s common stock.

The sale of a significant number of our shares of common stock could depress the price of our common stock.

Sales or issuances of a large number of shares of common stock in the public market or the perception that sales may occur could cause the market price of our common stock to decline. As of June 14, 2012, there were 27.4 million shares of common stock and warrants issued and outstanding on a fully diluted basis. Therefore the amount of shares that have been registered by the Company for resale by certain investors (up to 6,707,715 shares of common stock) constitutes a significant percentage of the issued and outstanding shares and the sale of all or a portion of these shares could have a negative effect on the market price of our common stock. Significant shares of common stock are held by our principal shareholders, other Company insiders and other large shareholders. As “affiliates” (as defined under Rule 144 of the Securities Act (“Rule 144”)) of the Company, our principal shareholders, other Company insiders and other large shareholders may only sell their shares of common stock in the public market pursuant to an effective registration statement or in compliance with Rule 144.

We may engage in acquisitions, mergers, strategic alliances, joint ventures and divestitures that could result in financial results that are different than expected.

In the normal course of business, we may engage in discussions relating to possible acquisitions, equity investments, mergers, strategic alliances, joint ventures and divestitures. All such transactions are accompanied by a number of risks, including:

	●	Use of significant amounts of cash,
	●	Potentially dilutive issuances of equity securities on potentially unfavorable terms,
	●	Incurrence of debt on potentially unfavorable terms as well as impairment expenses related to goodwill and amortization expenses related to other intangible assets, and
	●	The possibility that we may pay too much cash or issue too many of our shares as the purchase price for an acquisition relative to the economic benefits that we ultimately derive from such acquisition.
	●	The process of integrating any acquisition may create unforeseen operating difficulties and expenditures. The areas where we may face difficulties in the foreseeable include:
	●	Diversion of management time, during the period of negotiation through closing and after closing, from its focus on operating the businesses to issues of integration,
	●	The need to integrate each Company's accounting, management information, human resource and other administrative systems to permit effective management, and the lack of control if such integration is delayed or not implemented,
	●	The need to implement controls, procedures and policies appropriate for a public company that may not have been in place in private companies, prior to acquisition,
	●	The need to incorporate acquired technology, content or rights into our products and any expenses related to such integration, and
	●	The need to successfully develop any acquired in-process technology to realize any value capitalized as intangible assets.

From time to time, we may engage in discussions with candidates regarding potential divestures. If a divestiture does occur, we cannot be certain that our business, operating results and financial condition will not be materially and adversely affected. A successful divestiture depends on various factors, including our ability to:

	●	Effectively transfer liabilities, contracts, facilities and employees to any purchaser,
	●	Identify and separate the intellectual property to be divested from the intellectual property that we wish to retain,
	●	Reduce fixed costs previously associated with the divested assets or business, and
	●	Collect the proceeds from any divestitures.

In addition, if customers of the divested business do not receive the same level of service from the new owners, this may adversely affect our other businesses to the extent that these customers also purchase other products offered by us. All of these efforts require varying levels of management resources, which may divert our attention from other business operations.

If we do not realize the expected benefits or synergies of any divestiture transaction, our consolidated financial position, results of operations, cash flows and stock price could be negatively impacted.

The market price of our common stock may be volatile.

The market price of our common stock has been and is likely in the future to be volatile. Our common stock price may fluctuate in response to factors such as:

●	Announcements by us regarding liquidity, significant acquisitions, equity investments and divestitures, strategic relationships, addition or loss of significant customers and contracts, capital expenditure commitments, loan, note payable and agreement defaults, loss of our subsidiaries and impairment of assets,
●	Issuance or repayment of debt, accounts payable or convertible debt for general or merger and acquisition purposes,
●	Sale of a significant number of shares of our common stock by shareholders,
●	General market and economic conditions,
●	Quarterly variations in our operating results,
●	Investor relation activities,
●	Announcements of technological innovations,
●	New product introductions by us or our competitors,
●	Competitive activities, and
●	Additions or departures of key personnel.

These broad market and industry factors may have a material adverse effect on the market price of our common stock, regardless of our actual operating performance. These factors could have a material adverse effect on our business, financial condition and results of operations.

Our management has substantial influence over our company.

As of June 14, 2012, Greg Schifrin, our CEO, and Mr. James Baughman together, either directly or indirectly, own or control 6.7 million shares as of the filing date or approximately 30.6% of the Company’s issued and outstanding common stock as of the date of this prospectus and 24.5% of our common stock on a fully diluted basis.

Mr. Schifrin and Mr. Baughman, in combination with other large shareholders, could cause a change of control of our board of directors, approve or disapprove any matter requiring stockholder approval, cause, delay or prevent a change in control or sale of the Company, which in turn could adversely affect the market price of our common stock.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

FOREIGN CURRENCY RISK

We were not exposed to foreign currency risks. We do not trade in hedging instruments or “other than trading” instruments and we are not exposed to foreign currency exchange risks.

INTEREST RATE RISK

We are not exposed to interest rate risks. The Company does not trade in hedging instruments or “other than trading” instruments and is not exposed to interest rate risks. We believe that the impact of a 10% increase or decline in interest rates would not be material to our financial condition and results of operations.

ITEM 4. CONTROLS AND PROCEDURES

a) Evaluation of Disclosure Controls and Procedures

We have adopted and maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods required under the SEC’s rules and forms and that the information is gathered and communicated to our management to allow for timely decisions regarding required disclosure.

As required by Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, our management conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of April 30, 2012. Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and our management necessarily was required to apply its judgment in evaluating and implementing our disclosure controls and procedures. Based upon the evaluation described above, our management concluded that they believe that our disclosure controls and procedures were not effective, as of the end of the period covered by this report, in providing reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management to allow timely decisions regarding required disclosures, and is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Management identified the weaknesses discussed below.

Identified Material Weakness

A material weakness in our internal control over financial reporting is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or detected. Management identified material weaknesses during its assessment of internal controls over financial reporting as of April 30, 2012:

We do not have an audit committee. An audit committee would improve oversight in the establishment and monitoring of required internal controls and procedures. We expect to form an audit committee during 2012.

b) Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we assessed the effectiveness of our internal control over financial reporting as of the end of the period covered by this report based on the framework in “Internal Control—Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, our principal executive officer and principal financial officer concluded that our internal control over financial reporting were not effective to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with United States generally accepted accounting principles.

The effectiveness of our internal control over financial reporting as of April 30, 2012 has not been audited by PMB Helin Donovan, LLP, an independent registered public accounting firm.

c) Changes In Internal Control Over Financial Reporting

During the quarter ended April 30, 2012, there were no other changes in our internal controls over financial reporting during this fiscal quarter that materially affected, or is reasonably likely to have a materially affect, on our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Except as disclosed, there are no pending legal proceedings against us that are expected to have a material adverse effect on our cash flows, financial condition or results of operations.

ITEM 1A. RISK FACTORS

For information regarding factors that could affect our results of operations, financial condition and liquidity, see the risk factors discussed under the heading “Factors That May Affect Future Results” included in Part I, Item 2 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) of this Quarterly Report on Form 10-Q.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three months ended April 30, 2012, the Company made the following sales (or agreed to make future sales) of equity securities pursuant to the exemption from registration provided under Section 4(2) of the Securities Act:

The Company issued 250,000 shares WMTN restricted common stock to Raven on November 29, 2011 and December 23, 2011 at $.50 per share related to the JV Agreement. The shares do not have registration rights. The shares were valued at $.50 per share and $250,000 was expensed to exploration during the three months ended January 31, 2012.

In February and March 2012, the Company issued 192,500 shares of restricted common stock related to Promissory Notes that was expensed to interest at $1.00 per share or $42,500 during the three months ended April 30, 2012.

ITEM 4. MINE SAFETY DISCLOSURE

Not applicable.

ITEM 6. EXHIBITS

Exhibit No.		Description

31.1		Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer (1)

31.2		Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer (1)

32.1		Section 906 Certifications (1)

32.2		Section 906 Certifications (1)

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document (1)

101.INS		XBRL Instance Document (1)

101SCH		XBRL Taxonomy Extension Schema Document (1)

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document (1)

101.LAB		XBRL Taxonomy Extension Label Linkbase Document (1)

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document (1)

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document (1)

_________________

(1) Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: June 14, 2012	WESTMOUNTAIN INDEX ADVISOR, INC. (Registrant)

	By:	/s/ Gregory Schifrin
		Gregory Schifrin Chief Executive Officer (Principal Executive Officer)

	By:	/s/ Mark Scott
		Mark Scott Chief Financial Officer (Principal Financial and Accounting Officer)

EXHIBIT INDEX

Exhibit No.		Description

31.1		Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer (1)

31.2		Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer (1)

32.1		Section 906 Certifications (1)

32.2		Section 906 Certifications (1)

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document (1)

101.INS		XBRL Instance Document (1)

101SCH		XBRL Taxonomy Extension Schema Document (1)

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document (1)

101.LAB		XBRL Taxonomy Extension Label Linkbase Document (1)

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document (1)

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document (1)

_________________

(1) Filed herewith.

Consolidated Balance Sheets (USD $)

Apr. 30, 2012

Oct. 31, 2011

ASSETS

Cash and cash equivalents

$ 0

$ 9,791

Prepaid expenses

5,927

238,860

Other current assets - related party

37,729

20,839

Total current assets

43,656

269,490

EQUIPMENT, NET

467,460

412,070

OTHER ASSETS

Contractual rights

700,000

600,000

Mining claims

14,269

15,086

Security deposits

2,050

TOTAL ASSETS

1,227,435

1,298,696

LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable

505,906

774,235

Accounts payable - related parties

894,855

489,435

Accrued payroll and vacation

109,653

35,914

Accrued expenses - related parties

33,207

80,011

Accrued interest

18,466

Promissory note

685,000

Other current liabilities

36,267

28,167

Total current liabilities

2,283,354

1,407,762

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT

Preferred stock, $.10 par value; 1,000,000 shares authorized, -0- shares issued and outstanding at April 30, 2012 and October 31, 2011, respectively

Common stock - $0.001 par value, 200,000,000 shares authorized, 20,150,276 and 18,450,354 shares issued and outstanding at April 30, 2012 and October 31, 2011, respectively

20,150

18,450

Additional paid in capital

5,806,474

4,402,762

Accumulated deficit

(6,882,543)

(4,530,278)

Total stockholders' deficit

(1,055,919)

(109,066)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

$ 1,227,435

$ 1,298,696

BUSINESS

6 Months Ended

Apr. 30, 2012

Notes to Financial Statements

BUSINESS

NOTE 1. BUSINESS

UNAUDITED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

6 Months Ended

Apr. 30, 2012

Notes to Financial Statements

SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

Accounting Method

The Company’s financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

Principles of Consolidation

Foreign Currency Translation

Cash and Cash Equivalents

Equipment

Mineral Properties

Mineral properties are periodically assessed for impairment of value and any diminution in value.

Long-Lived Assets

Alaska Reclamation and Remediation Liabilities

Mineral Exploration and Development Costs

Net Loss Per Share

Prepaid Expenses

Use of Estimates

Recent Accounting Pronouncements

Consolidated Balance Sheets (Parenthetical) (USD $)

Apr. 30, 2012

Oct. 31, 2011

Stockholders Equity

Preferred Stock shares par value

$ 0.10

Preferred Stock shares Authorized

1,000,000

Preferred Stock shares Issued

Preferred Stock shares Outstanding

Common Stock shares par value

$ 0.001

Common Stock shares Authorized

200,000,000

Common Stock shares Issued

20,150,276

18,450,354

Common Stock shares Outstanding

20,150,276

18,450,354

Document and Entity Information

6 Months Ended

Apr. 30, 2012

Jun. 14, 2012

Document And Entity Information

Entity Registrant Name

WESTMOUNTAIN INDEX ADVISOR INC

Entity Central Index Key

0001421601

Document Type

10-Q

Document Period End Date

Apr. 30, 2012

Amendment Flag

false

Current Fiscal Year End Date

--10-31

Is Entity a Well-known Seasoned Issuer?

Is Entity a Voluntary Filer?

Is Entity's Reporting Status Current?

Yes

Entity Filer Category

Smaller Reporting Company

Entity Common Stock, Shares Outstanding

20,250,276

Document Fiscal Period Focus

Document Fiscal Year Focus

2012

Consolidated Statements of Operations (Unaudited) (USD $)

3 Months Ended

6 Months Ended

25 Months Ended

Apr. 30, 2012

Apr. 30, 2011

Apr. 30, 2012

Apr. 30, 2011

Apr. 30, 2012

Consolidated Statements Of Operations

REVENUE

$ 0

COST OF SALES

GROSS PROFIT

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

523,638

224,630

1,158,040

505,982

3,310,649

EXPLORATION EXPENSE

44,557

568,780

2,029,963

OPERATING LOSS

(568,195)

(224,630)

(1,726,820)

(505,982)

(5,340,612)

OTHER INCOME (EXPENSE):

Interest (expense) income, net

(203,933)

(2,703)

(625,447)

(29,172)

(637,688)

Consulting income - Terra Mining Corporation

50,400

Financing fee

(14,400)

(54,645)

Merger expense

(900,000)

Total other expense

(203,933)

(852,303)

(625,447)

(893,172)

(1,541,933)

LOSS BEFORE INCOME TAXES

(772,128)

(1,076,933)

(2,352,267)

(1,399,154)

(6,882,545)

INCOME TAX EXPENSE

NET LOSS

$ (772,128)

$ (1,076,933)

$ (2,352,267)

$ (1,399,154)

$ (6,882,545)

Basic and diluted loss per common share attributable to WestMountain Index Advisor, Inc. and subsidiaries common shareholders-

Basic and diluted loss per share

$ (0.04)

$ (0.1)

$ (0.12)

$ (0.18)

Weighted average shares of common stock outstanding- basic and diluted

19,857,151

10,786,044

19,327,486

8,607,260

PROMISSORY NOTES

6 Months Ended

Apr. 30, 2012

Notes to Financial Statements

PROMISSORY NOTES

NOTE 6. PROMISSORY NOTES

Secured Promissory Note

On November 15, 2011, the Company entered into Promissory Note Documents with BOCO, an existing shareholder in the Company.

The warrants were valued at $2.07 per share based on Black-Scholes and $414,000 was expensed to interest during the three months ended January 31, 2012.

Unsecured Promissory Notes