10-Q/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment Number 1)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the Quarterly period ended September 30, 2018

[] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

     SECURITIES EXCHANGE ACT OF 1934

Commission File No. 0-53030

WESTMOUNTAIN COMPANY

(Exact Name of Issuer as specified in its charter)

Colorado	26-1315305
(State or other Jurisdiction of Incorporation)	(IRS Employer Identification Number)

3463 Magic Drive, Suite 120

San Antonio, TX 78229

(Address of principal executive offices, including zip code)

(210) 767-2727

(Registrant’s telephone number including area code)

(Former Name or Former Address, if Changed Since the Last Report)

Indicate by check mark whether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.    Yes [X]  No [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).. Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or, an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company", and "emerging growth company", in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer  [ ]	Smaller reporting company [X]
(Do not check if smaller reporting company)	Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes []    No [X]

The number of shares outstanding of the registrant's common stock, as of the latest practicable date, November 1, 2018, was 54,798,761.

EXPLANATORY NOTE

The sole purpose of this Amendment No. 1 to WestMountain Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2018, originally filed with the Securities and Exchange Commission on November 14, 2018, is to file Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this Amendment No. 1 provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).

No other changes have been made to the Form 10-Q. This Amendment No. 1 speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original filing of the Form 10-Q.

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ITEM 6.  EXHIBITS

Exhibit
Number	Description
31.1	Certification of CEO pursuant to Sec. 302
31.2	Certification of CFO pursuant to Sec. 302
32.1*	Certification of CEO/CFO pursuant to Sec. 906
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.

* In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized November 15, 2018.

WESTMOUNTAIN COMPANY

 By: /s/ James R. Garvin

James R. Garvin, Chief Executive Officer and (Principal Executive Accounting Officer)

By: /s/ Brian Zucker

Brian Zucker, Chief Financial Officer (Principal Financial and Principal Accounting Officer)

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EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

     I, James R. Garvin, certify that:

1.   I have reviewed this quarterly report of WestMountain Company on Form 10-Q/A;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4.   I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))  for the small business issuer and have;

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure the material information relating to the small business issuer, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over  financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation.

d. Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the issuer's auditors and the audit committee of the issuer's board of directors (or person performing the equivalent functions);

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer's ability to record, process summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal controls over financial reporting.

Date:   November 15, 2018
	/s/ James R. Garvin
	James R. Garvin
	Chief Executive Officer

EX-31

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

     I, Brian Zucker, certify that:

1.   I have reviewed this quarterly report of WestMountain Company on Form 10-Q/A;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4.   I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))  for the small business issuer and have;

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure the material information relating to the small business issuer, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over  financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation.

d. Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the issuer's auditors and the audit committee of the issuer's board of directors (or person performing the equivalent functions);

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer's ability to record, process summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer's internal controls over financial reporting.

Date:   November 15, 2018
	/s/ Brian Zucker
	Brian Zucker
	Chief Financial Officer

EX-32

                                                                    Exhibit 32.1

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT 0F 2002

In connection with the Quarterly Report of WestMountain Company (the Company") on Form 10-Q/A for the period ended herein as filed with the Securities and Exchange Commission (the "Report"), I. James R. Garvin, Chief Executive Officer and Brian Zucker , Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2)  The information contained in the Report fully presents, in all material respects, the financial condition and results of operations or the Company.

	WESTMOUNTAIN COMPANY
Dated: November 15, 2018
	By:	/s/ James R. Garvin
		James R. Garvin Chief Executive Officer
	By:	/s/ Brian Zucker
		Brian Zucker Chief Financial Officer

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Nov. 01, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	Westmountain Company
Entity Central Index Key	0001421603
Document Type	10-Q/A
Trading Symbol	wasm
Document Period End Date	Sep. 30, 2018
Amendment Flag	true
Amendment Description	This amendment is being filed to include the XBRL.
Current Fiscal Year End Date	--12-31
Entity's Reporting Status Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Common Stock, Shares Outstanding		54,798,761
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2018

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Current Assets:
Cash and cash equivalents	$ 116	$ 235
Accounts receivable, related parties	0	12
Accounts receivable, net	314	1
Other current assets	588	561
Total current assets	1,018	809
Property and equipment, net of accumulated depreciation of $16 and $-, respectively	371	0
Goodwill	6,490	0
Intangible assets, net	24,228	0
Deposits and other assets	14	0
Total assets	32,121	809
Current Liabilities:
Accounts payable and accrued liabilities	2,622	292
Notes payable, related party	1,307	0
Notes payable	1,238	0
Total current liabilities	5,167	292
Long-term liabilities
Deferred tax liability	959	0
Other long-term liability	100	0
Total liabilities	6,226	292
Stockholders' equity (deficit)
Preferred stock, par value $0.10 per share, 1,000,000 authorized, none issued and outstanding	0	0
Common stock, par value $0.001 per share, 100,000,000 shares authorized, 54,798,761 and 9,508,539 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively	54	10
Additional paid-in-capital	29,577	480
Accumulated (deficit) earnings	(3,743)	27
Accumulated other comprehensive income (loss)	7	0
Total stockholders' equity (deficit)	25,895	517
Total liabilities and stockholders' equity (deficit)	$ 32,121	$ 809

XML

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Assets
Accumulated depreciation	$ 16	$ 0
Shareholders' Equity:
Preferred stock, par value per share	$ 0.10	$ 0.10
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value per share	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	54,798,761	9,508,539
Common stock, shares outstanding	54,798,761	9,508,539

XML

Consolidated Statements of Operations and Other Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Revenue:
Equipment sales	$ 182	$ 0	$ 188	$ 0
Contract research	400	0	562	0
Consumables	13	0	29	0
Grants	51	0	182	0
Consulting	0	38	19	120
Total revenue	646	38	980	120
Cost of sales	88	0	199	0
Gross margin	558	38	781	120
Research and Development	1,396	0	3,184	0
General and administrative	535	101	1,330	280
Operating Expenses	1,931	101	4,514	280
Loss from operations	(1,373)	(63)	(3,733)	(160)
Other expense (income)	51	(5)	503	(10)
Net loss before income tax benefit	(1,424)	(58)	(4,236)	(150)
Income tax benefit	172	7	465	30
Net loss	(1,252)	(51)	(3,771)	(120)
Impact of foreign currency fluctuations	(48)	0	7	0
Comprehensive loss	$ (1,300)	$ (51)	$ (3,764)	$ (120)
Basic and diluted net loss per share	$ (0.02)	$ (0.01)	$ (0.09)	$ (0.01)
Basic and diluted weighted average shares outstanding	54,780,826	9,517,402	41,883,300	9,517,402

XML

Condensed Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Cash flows from operating activities:
Net loss	$ (3,771)	$ (120)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Depreciation and amortization	2,189	2
Deferred taxes	(465)
Changes in operating assets and liabilities
Accounts and other receivables	(151)	(60)
Prepaid expenses and other current assets	442	2
Accounts payable and liabilities	(127)	21
Net cash used in operating activities	(1,883)	(155)
Cash Flows from Financing Activities
Proceeds from the issuance of common stock	1,835	0
Proceeds from notes payable	122	0
Repayments of loans and notes payable	(200)	(3,218)
Net cash provided by financing activities	1,757	0
Effect of Exchange Rate Changes	7	0
Net change in cash and cash equivalents	(119)	(155)
Cash and cash equivalents, beginning of period	235	685
Cash and cash equivalents, end of period	116	530
Supplemental disclosure of cash flow information:
Cash paid during the period for Income taxes	0	2
Cash paid during the period for Interest	46	0
Supplemental disclosure of financing activities:
Notes converted and stock exchanged in connection with the transaction described	$ 30,362	$ 0

XML

Nature of Organization and Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Organization and Summary of Significant Accounting Policies

1. Nature of Organization and Summary of Significant Accounting Policies

Nature of Organization and Basis of Presentation

WestMountain Company ("we", "our" or the "Company"), was incorporated in the state of Colorado on October 18, 2007 and on this date approved its business plan and commenced operations. The consolidated financial statements include the financial information of WestMountain Company and its wholly owned subsidiaries, CytoBioscience, Inc., SolubleBioscience, Inc. and Cytocentrics Bioscience, GmbH. All significant intercompany accounts and transactions have been eliminated.

On March 19, 2018, we entered into an Agreement of Merger and Plan of Reorganization, dated March 19, 2018, with WASM Acquisition Corp. (“WASM”), a Colorado corporation and a subsidiary of WestMountain, and CytoBioscience, Inc and its subsidiaries (“CytoBioscience”). Pursuant to the terms of the Merger Agreement, on March 19, 2018 (the "Closing Date"), WASM merged with and into CytoBioscience (the "Merger"), with CytoBioscience surviving the Merger and becoming a wholly-owned subsidiary of WestMountain, and the Stockholders of the CytoBioscience became Stockholders of WestMountain. On the Closing Date, all outstanding shares of capital stock of the CytoBioscience were cancelled and exchanged for 42,522,598 newly issued shares of common stock of WestMountain ("Common Stock"). Also, on the Closing Date all outstanding warrants and stock options of CytoBioscience were canceled.

Under U.S. generally accepted accounting principles (“GAAP”), the Merger is treated as a “reverse merger” under the acquisition method of accounting. For accounting purposes, CytoBioscience is considered to have acquired the Company. Consequently, the historical financial statements reflect the operations and financial condition of CytoBioscience and operations of the Company beginning on the closing date of the Merger.

As a result of the merger, the Company is now a manufacturer of medical research instrumentation and related consumables (cells, microchips, reagents, etc.). In addition, the Company now provides contract research (CRO) to the drug research and pharmaceutical market, with an emphasis on drug safety and analysis. The Company is currently examining additional acquisitions that could possible expand its product portfolio.

Unaudited Financial Information

The accompanying financial information as of September 30, 2018 and for the three and nine months ended September 30, 2018 and 2017 is unaudited. In the opinion of management, all normal and recurring adjustments, which are necessary to provide a fair presentation of the Company's financial position at September 30, 2018 and its operating results for the three and nine months ended September 30, 2018 and 2017, have been made. Certain information and footnote data necessary for a fair presentation of financial position and results of operations in conformity with accounting principles generally accepted in the United States of America have been condensed or omitted. It is therefore suggested that these financial statements be read in conjunction with the summary of significant accounting policies and notes to financial statements included in: (i) the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") for the year ended December 31, 2017 on March 16, 2018; as well as in (ii) the Amendment Number 1 to the Current Report on Form 8-K/A filed with the SEC on August 24, 2018. The results of operations for the three and nine months ended September 30, 2018 are not necessarily an indication of operating results to be expected for the year.

Use of Estimates

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

Concentrations

During the three months ended September 30, 2018, two customers accounted for 71% of total revenue. During the three months ended September 30, 2017, two related party customers accounted for 100% of total revenue. During the nine months ended September 30, 2018, one customer accounted for 48% of revenue. During the nine months ended September 30, 2017, two related party customers represented 98% of revenue. At September 30, 2018, one customer accounted for 88% of accounts receivable. At September 30, 2017, two related party customers accounted for 94% of accounts receivable.

Foreign Currency Translation

For subsidiaries whose functional currencies are not the U.S. dollar, the Company uses the average exchange rate for the year and the exchange rate at the balance sheet date, to translate the operating results and financial position to U.S. dollar, the reporting currency, respectively. Translation differences are recorded in accumulated other comprehensive income, a component of stockholders' equity. The foreign currency translation (loss) included in comprehensive loss was $48 and $- for the three months ended September 30, 2018 and 2017, respectively. The foreign currency translation income (loss) included in comprehensive income was $7 and $- for the nine months ended September 30, 2018 and 2017, respectively.

Going Concern

The consolidated financial statements are prepared on the basis that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company anticipates incurring losses for the foreseeable future until such time, if ever, that it generates significant sales from its current products, or products currently in development.

The Company’s cash and cash equivalents at September 30, 2018 were $116 which is not sufficient to fund the Company’s operations for the next twelve months. Accordingly, the Company will require additional cash to fund and continue its operations. As such the Company expects to seek business combinations which could provide a platform for raising the necessary operating as well as research and development funds required until such point that revenue for sales and services are sufficient to fund such activities. The Company anticipates raising additional funds through collaborative arrangements, public or private sales of debt or equity securities, or some combination thereof. There is no assurance that any such collaborative arrangement will be entered into or that financing will be available when needed in order to allow the Company to continue its operations, or if available, on acceptable terms.

In the event financing is not obtained, the Company may pursue cost cutting measures as well as explore the sale of selected assets to generate additional funds. If required to significantly reduce operating expenses and delay, reduce the scope of, or eliminate any of its development programs or clinical trials, these events could have a material adverse effect on its business, results of operations, and financial condition. These factors raise significant doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments relating to recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should it be unable to continue as a going concern. 

Accounts Receivable

Accounts receivable are reduced, as needed, by an allowance for doubtful accounts. The allowance for doubtful accounts reflects its best estimate of probable losses determined principally on the basis of historical experience and specific allowances for known troubled accounts. All accounts or portions thereof that are deemed to be uncollectible or to require an excessive collection cost are written off to the allowance for doubtful accounts. The Company determined that an allowance was necessary at September 30, 2018 of $115 representing accounts greater than 90 days. The Company determined that no allowance was necessary at December 31, 2017. 

Property and Equipment

Laboratory (“Lab”) and office equipment is stated at cost less accumulated depreciation. Depreciation is calculated on the straight-line basis over the estimated useful lives of the assets as indicated in the following table:

Asset Category	No. of Years
Office furniture and equipment	3
Laboratory equipment	3-5
Computers and software	3
Leasehold improvements	Shorter of the estimated useful life of the asset or lease term

Expenditures for repair and maintenance, which do not materially extend the useful lives of property and equipment, are charged to expense. When property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations. Management periodically reviews the carrying value of its office equipment for impairment.

Goodwill and Intangible Assets

Goodwill represents the difference between the purchase price and the fair value of the identifiable tangible and intangible net assets when accounted for using the purchase method of accounting. Goodwill is not amortized, but reviewed for impairment on an annual basis, during the fourth quarter, or more frequently if an event occurs or circumstances change that would more likely-than-not reduce the fair value of the Company's reporting units below their carrying amounts.

The Company has the option to first assess qualitative factors to determine whether it is necessary to perform the two-step impairment test. If the Company elects this option and believes, as a result of the qualitative assessment, that it is more-likely-than-not that the carrying value of goodwill is not recoverable, the quantitative two-step impairment test is required; otherwise, no further testing is required. Alternatively, the Company may elect to not first assess qualitative factors and immediately perform the quantitative two-step impairment test. In the first step, the Company compares the fair value of its reporting units to their carrying values. If the carrying values of the net assets assigned to the reporting units exceed the fair values of the reporting units, then the second step of the impairment test is performed in order to determine the implied fair value of the Company’s goodwill. If the carrying value of the reporting unit’s goodwill exceeds its implied fair value, then the Company would record an impairment loss equal to the difference. 

Definite-lived intangible assets, primarily the Company’s patented technology, are amortized over the pattern in which the economic benefits of the intangible assets are utilized and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets or asset group may not be recoverable. These assets are currently amortized over 10 years on a straight-line basis. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset, which requires the use of customer attribution rates and other assumptions. In the event that such cash flows are not expected to be sufficient to recover the carrying amount of the definite-lived intangible assets, the definite-lived intangible assets are written-down to their fair values.

Impairment of Long-Lived Assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the asset’s carrying amount may not be recoverable. The Company conducts its long-lived asset impairment analyses in accordance with ASC 360-10-15, “Impairment or Disposal of Long-Lived Assets.” ASC 360-10-15 requires the Company to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group exceeds its fair value based on discounted cash flow analysis or appraisals. As a result of these reviews, no impairment charge has been recorded for the nine months ended September 30, 2018 and 2017, respectively.

Revenue Recognition

The Company recognizes revenue when each of the following four criteria is met: 1) a contract or sales arrangement exists; 2) delivery has occurred or services have been rendered; 3) the price of the products or services is fixed or determinable; and 4) collectability is reasonably assured.

Equipment Sales

Revenue from the sale of instrumentation is recognized at the time of shipment to the customer, provided no significant vendor obligations remain and collectability is probable. Revenue from warranties are recognized ratably over the contractual term of the warranty agreement. Revenue from the sale of equipment was $175 and $- during the three and nine months ended, September 30, 2018 and 2017, respectively. The Company received a 12-month warranty from a customer for a previous equipment sale, for which $7 and $13 was recognized as revenue for the three and nine months ended September 30, 2018, respectively. There was no warranty revenue for the same periods in 2017.

Contract Research

Revenue from contract research services is recognized based on a fee per data point at the time services are performed and the final report is issued to the customer. Revenue from contract research was $400 and $-, for the three months ended September 30, 2018 and 2017, respectively. Revenue from contract research was $562 and $-, for the nine months ended September 30, 2018 and 2017, respectively.

Consumables

Revenue from the sale of consumables is recognized at the time of shipment to the customer, provided no significant vendor obligations remain and collectability is probable. Revenue from sales of consumables was $13 and $- for the three months ended September 30, 2018 and 2017, respectively. Revenue from the sale of consumables was $29 and

$-, for the nine months ended September 30, 2018 and 2017, respectively.

Grants

Revenue from grants is recognized at the time of funding or over time based on the specific terms of the individual grants. The Company recognized $51 of income from grants during the three months ended, September 30, 2018. The Company generated $182 for the nine months ended September 30, 2018. The Company did not generate any grant income for the three and nine months ended September 30, 2017.

Shipping and Handling Charges

The Company includes the cost of shipping and handling incurred in the importation of goods in cost of sales.

Product Warranty

The Company provides a 6 month limited warranty to the end consumer on all products. The Company does not believe a product warranty reserve is required as of September 30, 2018 or September 30, 2017.

Research and Development

Research and development costs are charged to expense as incurred. Research and development expenses consist primarily of expenditures related to the development of medical research equipment, compensation and consulting costs. The Company incurred research and development expenses of $1,396 and $- for the three months ended September 30, 2018 and 2017, respectively. The Company incurred research and development expenses of $3,184 and $- for the nine months ended September 30, 2018 and 2017, respectively.

Fair Value of Financial Instruments

Short-term financial instruments, including cash, accounts receivable, accounts payable and other liabilities, consist primarily of instruments with maturities of three months or less when acquired. Management has estimated that the fair values of current assets and current liabilities approximate their reported carrying amounts.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which the related temporary difference becomes deductible. 

The Company is subject to U.S. federal, state, or local income tax examinations by tax authorities for all tax filings since inception.

Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued ASU 2014-09, Revenue from Contracts with Customers, which requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The new guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In March 2016, the FASB issued ASU 2016-08, Revenue Recognition - Principal versus Agent (reporting revenue gross versus net). Also, in April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers Identifying Performance Obligations and Licensing, and in May 2016 the FASB issued ASU 2016-12, Revenue Recognition – New Scope Improvements and Practical Expedients. These standards are effective for interim and annual periods beginning after December 15, 2017, and may be adopted earlier. The revenue standards are required to be adopted by taking either a full retrospective or a modified retrospective approach. The Company has adopted the new standard as of January 1, 2018.

In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”), which amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU 2016-02 will be effective for interim and annual periods beginning after December 15, 2018. Early adoption of ASU 2016-02 is permitted. The new standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The Company is currently evaluating the impact of adopting ASU 2016-02 on the condensed consolidated financial statements.

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Acquisitions

9 Months Ended

Sep. 30, 2018

Business Combinations [Abstract]

Acquisitions

2. Acquisitions

On March 19, 2018, the Company completed the Merger with CytoBioscience, pursuant to which WASM Acquisition Corp. the Company’s former wholly owned subsidiary, merged with and into CytoBioscience with CytoBioscience surviving as a wholly owned subsidiary of the Company.

The Company is finalizing the original valuation and as a result there may be possible future adjustments to the purchase price allocation. The purchase was completed by converting common stock, warrants, and preferred stock for equity of approximately $30,362.

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Property and Equipment

9 Months Ended

Sep. 30, 2018

Property, Plant and Equipment [Abstract]

Property and Equipment

3. Property and Equipment

The following table provides the components of property and equipment:

	September 30,			December 31,
	2018			2017
Lab equipment	$	514		$	-
Office and computer equipment		56			-
Leasehold improvements		22			-
		592			-
Less: accumulated depreciation and amortization		(222	)		-
Total property and equipment, net	$	371		$	-

Depreciation expense was approximately $116 and $- for the three months ended, September 30, 2018 and 2017, respectively.

Depreciation expense was approximately $222 and $2 for the nine months ended, September 30, 2018 and 2017, respectively.

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Goodwill and Intangible Assets

9 Months Ended

Sep. 30, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

4. Goodwill and Intangible Assets

The following table provides a roll-forward of the Company’s goodwill:

			Adjustments to Goodwill
	December 31, 2017		Acquisitions		September 30, 2018
Medical research instrumentation and CRO	$	-	$	6,490	$	6,490
Gross carrying amount		-		6,490		6,490
Accumulated Impairment Loss		-		-		-
Goodwill	$	-	$	6,490	$	6,490

The following table displays intangible assets:

	September 30, 2018							December 31, 2017
		Gross		Accumulated Amortization		Net			Gross		Accumulated Amortization		Net
Patents	$	26,194	$	(1,967)	$	25,139	$		-	$	-	$	-

Amortization expense was approximately $917 and $- for the three months ended, September 30, 2018 and 2017, respectively.

Amortization expense was approximately $1,967 and $- for the nine months ended, September 30, 2018 and 2017, respectively.

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Notes Payable

9 Months Ended

Sep. 30, 2018

Debt Disclosure [Abstract]

Notes Payable

5.       Notes Payable

In connection with the transaction described in Note 1 and Note 2, the Company assumed the following notes payable.

Promissory Note

The Company has a note payable to Skyline Medical, Inc. (“Skyline”) with a principal balance at September 30, 2018 of $1,113 bearing interest at 8% per annum. Interest only payments are due monthly with a balloon payment due on February 28, 2020. The Company is currently in default with this note. Past due interest was $15 as of September 30, 2018.

The Company has a note payable to Maynard Cooper & Gale, LLP with a principal balance at September 30, 2018 of $125 bearing interest at 8% per annum. Interest and principal are due monthly with the final payment due August 15, 2018. The Company is currently in default with this note as $20 of accrued interest as of September 30, 2018 is past due.

Notes Payable – Related Party

Related Party 1

The Company has a note with a related party with a principal balance at September 30, 2018 of $787 bearing interest at 5% per annum. Interest is payable quarterly commencing on May 1, 2018 with a balloon payment due for the principal outstanding on February 26, 2021. Accrued interest at September 30, 2018 was $23. The Company is currently in default with this note as $20 of accrued interest as of September 30, 2018 is past due. The Party has agreed to extend this note so that it is no longer in default.

Related Party 2

The Company has a note with a related party with a principal balance at September 30, 2018 of $336 bearing interest at 5% per annum. Interest and principal due on quarterly basis commencing on May 1, 2018 with a balloon payment due for the principal outstanding on May 1, 2019. Accrued interest at September 30, 2018 was $10. The Company is currently in default with this note as $150 of principal and $8 of accrued interest as of September 30, 2018 is past due.

The Party has agreed to extend this note so that it is no longer in default.

Related Party 3

The Company has note with a related party for up to $75 bearing interest at 12% per annum. Principal balance at September 30, 2018 was $38. Interest and principal are due immediately upon sufficient capital received through any Company investment activities.

Related Party 4

The Company has a note with a related party with a principal balance at September 30, 2018 of $85 bearing interest at 12% per annum. Interest and principal are due immediately upon sufficient capital received through Company investment activities.

Related Party 5

The Company has a note with a related party with a principal balance at September 30, 2018 of $61 bearing interest at 3.75% per annum. The note is due immediately upon sufficient capital received through any Company investment activities.

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Stockholders Equity

9 Months Ended

Sep. 30, 2018

Stockholders' Equity Note [Abstract]

Stockholders Equity

6. Stockholder’s Equity

Common Stock

The Company is authorized to issue up to 100 million shares designated as common stock. The common stock has a par value of $0.001 per share.

Warrants

In connection with the merger on March 19, 2018, the Company issued an aggregate of 2,042,382 common stock warrants to investors and placement agents. The warrants were issued with an exercise price of $0.95 per share. Warrants issued and outstanding prior to the merger were canceled.

The following table summarizes warrant activity

	Number of Shares		Weighted-average exercise price		Weighted-average remaining contractual term (in years)		Aggregate intrinsic value (in thousands)
Outstanding at December 31, 2017		502,113	$	0.69		5	$	-
Exercisable at December 31, 2017		502,113	$	0.69		5	$	-
Granted		2,042,382		0.95		5	$	-
Exercised		415,800		0.95		5	$	-
Canceled		502,113		0.69		5	$	-
Outstanding at September 30, 2018		1,626,582	$	0.95		5	$	-
Exercisable at September 30, 2018		1,626,582	$	0.95		5	$	-

The fair value of warrants granted were estimated using Black-Scholes option pricing model with the following weighted average assumptions during the nine months ended September 30, 2018 when the new warrants were granted.

Expected life (in years)	5.00
Expected volatility	67.64%
Risk free interest rate	2.65%
Expected dividend yield	-%

The fair value of warrants granted are estimated using Black-Scholes option pricing model. The expected warrant term is based on the contractual term. The stock price is based on a valuation performed by the Company. The expected volatility was benchmarked against comparable publicly traded companies. The risk-free interest rate is based on the U.S. Treasury yields with terms equivalent to the expected term of the related option at the valuation date. Dividend yield is based on historical trends.

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Income Taxes

9 Months Ended

Sep. 30, 2018

Income Tax Disclosure [Abstract]

Income Taxes

7. Income Taxes

The Company had, subject to limitation as a result of the merger, $17,730 and $- of net operating loss carryforwards at September 30, 2018 and 2017, respectively, which will expire at various dates beginning in 2035 through 2038. In addressing the reliability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences are deductible.

The following table provides the components of income (loss) from continuing operations before provision for taxes on income:

	Three Months Ended September 30,						Nine months Ended September 30
	2018			2017			2018			2018
Income (loss) from operations before income taxes:
U.S.	$	(1,703	)	$	(58	)	$	(4,394	)	$	(150	)
Non-U.S.		3			-			(118	)		-
		(1,700	)		(58	)		(4,512	)		(150	)
Deferred:
Federal		168			7			453			30
State		4			-			12			-
Income Tax Benefit	$	172		$	7		$	465			30

Significant components of deferred tax assets and liabilities are as follows:

	September 30,		December 31,
	2018		2017
Deferred tax assets:
Net operating loss carryforward	$	3,724	$	-
Allowance for doubtful accounts		24		-
Deferred revenue		2
Other		3		-
Total deferred tax assets		3,753		-
Less: valuation allowance		-3,723		-
Total deferred tax assets	$	30	$	-
Deferred tax liabilities:
Intangible asset amortization	$	932	$	-
Equipment depreciation		57		-
Total deferred tax liabilities		989		-
Net deferred tax liabilities	$	959	$	-

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Related Parties

9 Months Ended

Sep. 30, 2018

Related Party Transactions [Abstract]

Related Parties

8. Related Party

The Company is carrying notes payable with five related parties. See Note 4. The Company also earned consulting fees of $- and $38 from related parties for the three months ended September 30, 2018 and 2017, respectively. The Company also earned consulting fees of $19 and $120 for the nine months ended September 30, 2018 and 2017, respectively.

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2018

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

9. Commitment and Contingencies

Operating leases

As a result of the merger agreement, the Company entered into leases for office space in Birmingham, AL, Cologne, Germany, and San Antonio, TX. The Company’s monthly payments under the lease agreements are approximately $22. Total rent expense for the three months ended September 30, 2018 was approximately $65. Total rent expense for the nine months ended September 30, 2018 was $112. There was no rent expense for the three and nine months ended September 30, 2017.

Economic Development Grant from the City of San Antonio

On September 11, 2015, the Company entered into an economic development agreement with the City of San Antonio (“City”) for $1,000 subject to the Company’s commitment to invest significantly in San Antonio with respect to facilities and employment. Accordingly, the City made the first installment of $500 on August 13, 2015. On March 29, 2016, the Company returned $100 of the $500 leaving a remaining balance of $400.

On April 9, 2018, the Company and the City terminated by mutual consent, the economic development agreement. The Company, as part of the termination, agreed to return the $400 over a twenty-four-month period with first payment due within 60 days or September 8, 2018. The amount has been accrued and is a component of accounts payable (short-term portion) and other long-term liability (long-term portion) as of September 30, 2018. The Company is currently in default with this agreement, and accordingly, is in negotiation with the City to extend the first repayment installment. However, the City is working with the Company to extend and renegotiate the payment agreement.

Legal Dispute with Dr. William Crumb, Director of CRO Services

During January 2018, a legal dispute arose between the Company and Dr. William Crumb, the Company’s Director of CRO services. The Company and Dr. Crumb disagreed on whether there was proper authorization, to conduct research services using company resources for existing company customers for the benefit of a company not affiliated with CytoBioscience, Inc. It was agreed that Dr. Crumb would become an independent consultant and an agreement was reached, signed on May 1, 2018 whereby Dr. Crumb agreed to compensate the Company in the amount of $468 as follows in order to settle the dispute:

· $300 – to be paid over time from Dr. Crumb’s on-going, but new CRO work

· $168 – paid from current CRO studies contracted for which one hundred percent (100%) is payable to the Company. This research is expected to be completed by the end of the first quarter, 2019

· To date, Dr. Crumb has paid $192 towards the total balance, and accounts receivable includes $276 receivable from Dr. Crumb.

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Subsequent Event

9 Months Ended

Sep. 30, 2018

Subsequent Events [Abstract]

Subsequent Event

10. Subsequent Events

On November 5, 2018, Henry Bourg, the Company’s CFO, resigned and the Company appointed Brian Zucker, CPA, as CFO, effective immediately. See the Company’s Current Report on Form 8-K filed with the SEC on November 5, 2018 for further discussion.

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Nature of Organization and Summary of Significant Accounting Policies (Policy)

9 Months Ended

Sep. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Organization and Basis of Presentation

Nature of Organization and Basis of Presentation

WestMountain Company ("we", "our" or the "Company"), was incorporated in the state of Colorado on October 18, 2007 and on this date approved its business plan and commenced operations. The consolidated financial statements include the financial information of WestMountain Company and its wholly owned subsidiaries, CytoBioscience, Inc., SolubleBioscience, Inc. and Cytocentrics Bioscience, GmbH. All significant intercompany accounts and transactions have been eliminated.

On March 19, 2018, we entered into an Agreement of Merger and Plan of Reorganization, dated March 19, 2018, with WASM Acquisition Corp. (“WASM”), a Colorado corporation and a subsidiary of WestMountain, and CytoBioscience, Inc and its subsidiaries (“CytoBioscience”). Pursuant to the terms of the Merger Agreement, on March 19, 2018 (the "Closing Date"), WASM merged with and into CytoBioscience (the "Merger"), with CytoBioscience surviving the Merger and becoming a wholly-owned subsidiary of WestMountain, and the Stockholders of the CytoBioscience became Stockholders of WestMountain. On the Closing Date, all outstanding shares of capital stock of the CytoBioscience were cancelled and exchanged for 42,522,598 newly issued shares of common stock of WestMountain ("Common Stock"). Also, on the Closing Date all outstanding warrants and stock options of CytoBioscience were canceled.

Under U.S. generally accepted accounting principles (“GAAP”), the Merger is treated as a “reverse merger” under the acquisition method of accounting. For accounting purposes, CytoBioscience is considered to have acquired the Company. Consequently, the historical financial statements reflect the operations and financial condition of CytoBioscience and operations of the Company beginning on the closing date of the Merger.

As a result of the merger, the Company is now a manufacturer of medical research instrumentation and related consumables (cells, microchips, reagents, etc.). In addition, the Company now provides contract research (CRO) to the drug research and pharmaceutical market, with an emphasis on drug safety and analysis. The Company is currently examining additional acquisitions that could possible expand its product portfolio.

Unaudited Financial Information

Unaudited Financial Information

The accompanying financial information as of September 30, 2018 and for the three and nine months ended September 30, 2018 and 2017 is unaudited. In the opinion of management, all normal and recurring adjustments, which are necessary to provide a fair presentation of the Company's financial position at September 30, 2018 and its operating results for the three and nine months ended September 30, 2018 and 2017, have been made. Certain information and footnote data necessary for a fair presentation of financial position and results of operations in conformity with accounting principles generally accepted in the United States of America have been condensed or omitted. It is therefore suggested that these financial statements be read in conjunction with the summary of significant accounting policies and notes to financial statements included in: (i) the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") for the year ended December 31, 2017 on March 16, 2018; as well as in (ii) the Amendment Number 1 to the Current Report on Form 8-K/A filed with the SEC on August 24, 2018. The results of operations for the three and nine months ended September 30, 2018 are not necessarily an indication of operating results to be expected for the year.

Use of Estimates

Use of Estimates

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

Concentrations

Concentrations

During the three months ended September 30, 2018, two customers accounted for 71% of total revenue. During the three months ended September 30, 2017, two related party customers accounted for 100% of total revenue. During the nine months ended September 30, 2018, one customer accounted for 48% of revenue. During the nine months ended September 30, 2017, two related party customers represented 98% of revenue. At September 30, 2018, one customer accounted for 88% of accounts receivable. At September 30, 2017, two related party customers accounted for 94% of accounts receivable.

Foreign currency translation

Foreign Currency Translation

For subsidiaries whose functional currencies are not the U.S. dollar, the Company uses the average exchange rate for the year and the exchange rate at the balance sheet date, to translate the operating results and financial position to U.S. dollar, the reporting currency, respectively. Translation differences are recorded in accumulated other comprehensive income, a component of stockholders' equity. The foreign currency translation (loss) included in comprehensive loss was $48 and $- for the three months ended September 30, 2018 and 2017, respectively. The foreign currency translation income (loss) included in comprehensive income was $7 and $- for the nine months ended September 30, 2018 and 2017, respectively.

Going Concern

Going Concern

The consolidated financial statements are prepared on the basis that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company anticipates incurring losses for the foreseeable future until such time, if ever, that it generates significant sales from its current products, or products currently in development.

The Company’s cash and cash equivalents at September 30, 2018 were $116 which is not sufficient to fund the Company’s operations for the next twelve months. Accordingly, the Company will require additional cash to fund and continue its operations. As such the Company expects to seek business combinations which could provide a platform for raising the necessary operating as well as research and development funds required until such point that revenue for sales and services are sufficient to fund such activities. The Company anticipates raising additional funds through collaborative arrangements, public or private sales of debt or equity securities, or some combination thereof. There is no assurance that any such collaborative arrangement will be entered into or that financing will be available when needed in order to allow the Company to continue its operations, or if available, on acceptable terms.

In the event financing is not obtained, the Company may pursue cost cutting measures as well as explore the sale of selected assets to generate additional funds. If required to significantly reduce operating expenses and delay, reduce the scope of, or eliminate any of its development programs or clinical trials, these events could have a material adverse effect on its business, results of operations, and financial condition. These factors raise significant doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments relating to recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should it be unable to continue as a going concern.

Accounts Receivable

Accounts Receivable

Accounts receivable are reduced, as needed, by an allowance for doubtful accounts. The allowance for doubtful accounts reflects its best estimate of probable losses determined principally on the basis of historical experience and specific allowances for known troubled accounts. All accounts or portions thereof that are deemed to be uncollectible or to require an excessive collection cost are written off to the allowance for doubtful accounts. The Company determined that an allowance was necessary at September 30, 2018 of $115 representing accounts greater than 90 days. The Company determined that no allowance was necessary at December 31, 2017.

Property, plant and equipment

Property and Equipment

Laboratory (“Lab”) and office equipment is stated at cost less accumulated depreciation. Depreciation is calculated on the straight-line basis over the estimated useful lives of the assets as indicated in the following table:

Asset Category	No. of Years
Office furniture and equipment	3
Laboratory equipment	3-5
Computers and software	3
Leasehold improvements	Shorter of the estimated useful life of the asset or lease term

Expenditures for repair and maintenance, which do not materially extend the useful lives of property and equipment, are charged to expense. When property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations. Management periodically reviews the carrying value of its office equipment for impairment.

Goodwill and Intangible Assets

Goodwill and Intangible Assets

Goodwill represents the difference between the purchase price and the fair value of the identifiable tangible and intangible net assets when accounted for using the purchase method of accounting. Goodwill is not amortized, but reviewed for impairment on an annual basis, during the fourth quarter, or more frequently if an event occurs or circumstances change that would more likely-than-not reduce the fair value of the Company's reporting units below their carrying amounts.

The Company has the option to first assess qualitative factors to determine whether it is necessary to perform the two-step impairment test. If the Company elects this option and believes, as a result of the qualitative assessment, that it is more-likely-than-not that the carrying value of goodwill is not recoverable, the quantitative two-step impairment test is required; otherwise, no further testing is required. Alternatively, the Company may elect to not first assess qualitative factors and immediately perform the quantitative two-step impairment test. In the first step, the Company compares the fair value of its reporting units to their carrying values. If the carrying values of the net assets assigned to the reporting units exceed the fair values of the reporting units, then the second step of the impairment test is performed in order to determine the implied fair value of the Company’s goodwill. If the carrying value of the reporting unit’s goodwill exceeds its implied fair value, then the Company would record an impairment loss equal to the difference. 

Definite-lived intangible assets, primarily the Company’s patented technology, are amortized over the pattern in which the economic benefits of the intangible assets are utilized and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets or asset group may not be recoverable. These assets are currently amortized over 10 years on a straight-line basis. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset, which requires the use of customer attribution rates and other assumptions. In the event that such cash flows are not expected to be sufficient to recover the carrying amount of the definite-lived intangible assets, the definite-lived intangible assets are written-down to their fair values.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the asset’s carrying amount may not be recoverable. The Company conducts its long-lived asset impairment analyses in accordance with ASC 360-10-15, “Impairment or Disposal of Long-Lived Assets.” ASC 360-10-15 requires the Company to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group exceeds its fair value based on discounted cash flow analysis or appraisals. As a result of these reviews, no impairment charge has been recorded for the nine months ended September 30, 2018 and 2017, respectively.

Revenue Recognition

Revenue Recognition

The Company recognizes revenue when each of the following four criteria is met: 1) a contract or sales arrangement exists; 2) delivery has occurred or services have been rendered; 3) the price of the products or services is fixed or determinable; and 4) collectability is reasonably assured.

Equipment Sales

Revenue from the sale of instrumentation is recognized at the time of shipment to the customer, provided no significant vendor obligations remain and collectability is probable. Revenue from warranties are recognized ratably over the contractual term of the warranty agreement. Revenue from the sale of equipment was $175 and $- during the three and nine months ended, September 30, 2018 and 2017, respectively. The Company received a 12-month warranty from a customer for a previous equipment sale, for which $7 and $13 was recognized as revenue for the three and nine months ended September 30, 2018, respectively. There was no warranty revenue for the same periods in 2017.

Contract Research

Revenue from contract research services is recognized based on a fee per data point at the time services are performed and the final report is issued to the customer. Revenue from contract research was $400 and $-, for the three months ended September 30, 2018 and 2017, respectively. Revenue from contract research was $562 and $-, for the nine months ended September 30, 2018 and 2017, respectively.

Consumables

Revenue from the sale of consumables is recognized at the time of shipment to the customer, provided no significant vendor obligations remain and collectability is probable. Revenue from sales of consumables was $13 and $- for the three months ended September 30, 2018 and 2017, respectively. Revenue from the sale of consumables was $29 and

$-, for the nine months ended September 30, 2018 and 2017, respectively.

Grants

Revenue from grants is recognized at the time of funding or over time based on the specific terms of the individual grants. The Company recognized $51 of income from grants during the three months ended, September 30, 2018. The Company generated $182 for the nine months ended September 30, 2018. The Company did not generate any grant income for the three and nine months ended September 30, 2017.

Shipping and Handling Costs

Shipping and Handling Charges

The Company includes the cost of shipping and handling incurred in the importation of goods in cost of sales.

Product Warranty

Product Warranty

The Company provides a 6 month limited warranty to the end consumer on all products. The Company does not believe a product warranty reserve is required as of September 30, 2018 or September 30, 2017.

Research and development

Research and Development

Research and development costs are charged to expense as incurred. Research and development expenses consist primarily of expenditures related to the development of medical research equipment, compensation and consulting costs. The Company incurred research and development expenses of $1,396 and $- for the three months ended September 30, 2018 and 2017, respectively. The Company incurred research and development expenses of $3,184 and $- for the nine months ended September 30, 2018 and 2017, respectively.

Fair value of financial instruments

Fair Value of Financial Instruments

Short-term financial instruments, including cash, accounts receivable, accounts payable and other liabilities, consist primarily of instruments with maturities of three months or less when acquired. Management has estimated that the fair values of current assets and current liabilities approximate their reported carrying amounts.

Income Taxes

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which the related temporary difference becomes deductible. 

The Company is subject to U.S. federal, state, or local income tax examinations by tax authorities for all tax filings since inception.

Recent Accounting Pronouncements

Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued ASU 2014-09, Revenue from Contracts with Customers, which requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The new guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In March 2016, the FASB issued ASU 2016-08, Revenue Recognition - Principal versus Agent (reporting revenue gross versus net). Also, in April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers Identifying Performance Obligations and Licensing, and in May 2016 the FASB issued ASU 2016-12, Revenue Recognition – New Scope Improvements and Practical Expedients. These standards are effective for interim and annual periods beginning after December 15, 2017, and may be adopted earlier. The revenue standards are required to be adopted by taking either a full retrospective or a modified retrospective approach. The Company has adopted the new standard as of January 1, 2018.

In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”), which amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU 2016-02 will be effective for interim and annual periods beginning after December 15, 2018. Early adoption of ASU 2016-02 is permitted. The new standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The Company is currently evaluating the impact of adopting ASU 2016-02 on the condensed consolidated financial statements.

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Nature of Organization and Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of estimated useful lives of property and equipment

Depreciation is calculated on the straight-line basis over the estimated useful lives of the assets as indicated in the following table:

Asset Category	No. of Years
Office furniture and equipment	3
Laboratory equipment	3-5
Computers and software	3
Leasehold improvements	Shorter of the estimated useful life of the asset or lease term

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Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2018

Property, Plant and Equipment [Abstract]

Components of property and equipment

The following table provides the components of property and equipment:

	September 30,			December 31,
	2018			2017
Lab equipment	$	514		$	-
Office and computer equipment		56			-
Leasehold improvements		22			-
		592			-
Less: accumulated depreciation and amortization		(222	)		-
Total property and equipment, net	$	371		$	-

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Goodwill and Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill roll forward

The following table provides a rollforward of the Company’s goodwill:

			Adjustments to Goodwill
	December 31, 2017		Acquisitions		September 30, 2018
Medical research instrumentation and CRO	$	-	$	6,490	$	6,490
Gross carrying amount		-		6,490		6,490
Accumulated Impairment Loss		-		-		-
Goodwill	$	-	$	6,490	$	6,490

Summary of intangible assets

The following table displays intangible assets:

	September 30, 2018							December 31, 2017
		Gross		Accumulated Amortization		Net			Gross		Accumulated Amortization		Net
Patents	$	26,194	$	(1,967)	$	25,139	$		-	$	-	$	-

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Stockholder's Equity (Tables)

9 Months Ended

Sep. 30, 2018

Equity [Abstract]

Summary of warrant activity

The following table summarizes warrant activity

	Number of Shares		Weighted-average exercise price		Weighted-average remaining contractual term (in years)		Aggregate intrinsic value (in thousands)
Outstanding at December 31, 2017		502,113	$	0.69		5	$	-
Exercisable at December 31, 2017		502,113	$	0.69		5	$	-
Granted		2,042,382		0.95		5	$	-
Exercised		415,800		0.95		5	$	-
Canceled		502,113		0.69		5	$	-
Outstanding at September 30, 2018		1,626,582	$	0.95		5	$	-
Exercisable at September 30, 2018		1,626,582	$	0.95		5	$	-

Schedule of Valuation Assumptions

The fair value of warrants granted were estimated using Black-Scholes option pricing model with the following weighted average assumptions during the nine months ended September 30, 2018 when the new warrants were granted.

Expected life (in years)	5.00
Expected volatility	67.64%
Risk free interest rate	2.65%
Expected dividend yield	-%

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Income Taxes (Tables)

9 Months Ended

Sep. 30, 2018

Income Tax Disclosure [Abstract]

Schedule of Income Tax Provision

The following table provides the components of income (loss) from continuing operations before provision for taxes on income:

	Three Months Ended September 30,						Nine months Ended September 30
	2018			2017			2018			2018
Income (loss) from operations before income taxes:
U.S.	$	(1,703	)	$	(58	)	$	(4,394	)	$	(150	)
Non-U.S.		3			-			(118	)		-
		(1,700	)		(58	)		(4,512	)		(150	)
Deferred:
Federal		168			7			453			30
State		4			-			12			-
Income Tax Benefit	$	172		$	7		$	465			30

Schedule of Deferred Tax Assets and Liabilities

Significant components of deferred tax assets and liabilities are as follows:

	September 30,		December 31,
	2018		2017
Deferred tax assets:
Net operating loss carryforward	$	3,724	$	-
Allowance for doubtful accounts		24		-
Deferred revenue		2
Other		3		-
Total deferred tax assets		3,753		-
Less: valuation allowance		-3,723		-
Total deferred tax assets	$	30	$	-
Deferred tax liabilities:
Intangible asset amortization	$	932	$	-
Equipment depreciation		57		-
Total deferred tax liabilities		989		-
Net deferred tax liabilities	$	959	$	-

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Nature of Organization and Summary of Significant Accounting Policies (Details)	3 Months Ended	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2018
Leasehold improvements [Member]
Property, Plant and Equipment, Estimated Useful Lives	Shorter of the estimated useful life of the asset or lease term
Office furniture and equipment [Member]
Property, Plant and Equipment, Useful Life	3 years
Computers and software [Member]
Property, Plant and Equipment, Useful Life		3 years
Maximum [Member] | Laboratory equipment [Member]
Property, Plant and Equipment, Useful Life		5 years
Minimum [Member] | Laboratory equipment [Member]
Property, Plant and Equipment, Useful Life		3 years

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Nature of Organization and Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Mar. 19, 2018	Dec. 31, 2017	Dec. 31, 2016
Common stock issued	54,798,761		54,798,761			9,508,539
Cash and cash equivalents	$ 116	$ 530	$ 116	$ 530		$ 235	$ 685
Concentrations of Credit Risk			100.00%
Foreign currency translation income (loss)	(48)	0	$ 7	0
Allowance	109		$ 109			0
Goodwill amortization period			10 years
Impairment charges			$ 0	0
Revenue from contract research	400	0	562	0
Product warranty reserve	0		0			$ 0
Research and development expenses	$ 1,396	$ 0	$ 3,184	$ 0
Sales Revenue, Net [Member] | Four Customer [Member]
Concentrations of Credit Risk			84.00%
Sales Revenue, Net [Member] | TwoCustomers [Member]
Concentrations of Credit Risk				93.00%
WestMountain [Member]
Common stock issued					42,522,598

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Acquisitions (Details Narrative) $ in Thousands	Mar. 19, 2018 USD ($)
CytoBioscience [Member]
Purchase price	$ 30,362

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Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Property and equipment, Gross	$ 592	$ 0
Less: accumulated depreciation and amortization	(16)	0
Total property and equipment, net	371	0
Leasehold improvements [Member]
Property and equipment, Gross	22	0
Lab Equipment [Member]
Property and equipment, Gross	514	0
Office furniture and equipment [Member]
Property and equipment, Gross	$ 56	$ 0

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Property and Equipment (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 116	$ 0	$ 222	$ 2

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Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Medical research instrumentation and CRO	$ 6,490	$ 0
Gross carrying amount	6,490	0
Accumulated Impairment Loss	0	0
Goodwill	6,490	$ 0
Adjustments to Goodwill Acquisitions
Medical research instrumentation and CRO	6,490
Gross carrying amount	6,490
Accumulated Impairment Loss	0
Goodwill	$ 6,490

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Goodwill and Intangible Assets (Details 1) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Patents gross	$ 26,194	$ 0
Accumulated Amortization	(1,967)	0
Patents Net	$ 25,139	$ 0

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Goodwill and Intangible Assets (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 917	$ 0	$ 967	$ 0

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Notes Payable (Details Narrative) $ in Thousands	9 Months Ended
	Sep. 30, 2018 USD ($)
Related Party 1 [Member]
Principal balance	$ 787
Interest rate	5.00%
Due date	Feb. 26, 2021
Accrued interest	$ 23
Related Party 2 [Member]
Principal balance	$ 336
Interest rate	5.00%
Due date	May 01, 2019
Accrued interest	$ 10
Related Party 3 [Member]
Principal balance	$ 38
Interest rate	12.00%
Related Party 4 [Member]
Principal balance	$ 85
Interest rate	12.00%
Related Party 5 [Member]
Principal balance	$ 61
Interest rate	3.75%
Skyline [Member]
Principal balance	$ 1,113
Interest rate	8.00%
Due date	Feb. 28, 2020
Accrued interest	$ 15
Maynard Cooper & Gale, LLP [Member]
Principal balance	$ 125
Interest rate	8.00%
Due date	Aug. 15, 2018
Accrued interest	$ 20

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Stockholder's Equity (Details) - Warrant [Member] - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Balance Outstanding, Beginning	502,113
Granted	2,042,382
Exercised	415,800
Canceled	502,113
Balance Outstanding, Ending	1,626,582	502,113
Exercisable	502,113	502,113
Weighted Average Exercise Price
Balance Outstanding, Beginning	$ 0.95
Granted	0.95
Exercised	0.69
Canceled	0.95
Balance Outstanding, Ending	$ 0.95	$ 0.95
Exercisable		$ 0.69
Weighted Average Remaining Contractual Term (Years)
Balance Outstanding, Beginning	5 years
Granted	5 years
Exercised	5 years
Canceled	5 years
Balance Outstanding, Ending	5 years	5 years
Exercisable, Ending	5 years	5 years
Aggregate Intrinsic Value
Balance Outstanding, Beginning	$ 0
Granted	0
Exercised	0
Canceled	0
Balance Outstanding, Ending	$ 0	$ 0
Exercisable, Ending		$ 0

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Stockholders Equity (Details 1)	9 Months Ended
	Sep. 30, 2018
Stockholders' Equity Note [Abstract]
Expected life (in years)	5 years
Expected volatility	67.64%
Risk free interest rate	2.65%
Expected dividend yield	0.00%

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Stockholders Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands		9 Months Ended
	Mar. 19, 2018	Sep. 30, 2018	Dec. 31, 2017
Common stock, shares authorized		100,000,000	100,000,000
Common stock, par value per share		$ 0.001	$ 0.001
Common stock warrants exercised, Shares		415,800
Common stock warrants exercised, Value		$ 468
Common stock issued		415,800
Investors and placement agents [Member]
Warrants issued	2,042,382
Exercise price	$ 0.95

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Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Income (loss) from operations before income taxes:
U.S.	$ (1,703)	$ (58)	$ (4,394)	$ (150)
Non-U.S.	3		(118)
Income (loss) from operations before income taxes	(1,424)	(58)	(4,236)	(150)
Current:
Federal
Foreign
State
Total current
Deferred:
Federal	168	7	453	30
State	4		12
Income Tax Benefit	$ 172	$ 7	$ 465	$ 30

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Income Taxes (Details 1) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Deferred tax assets:
Net operating loss carryforwards	$ 3,724
Allowance for doubtful accounts	24
Deferred revenue	2
Other	3
Total deferred tax assets	3,753
Less: valuation allowance	(3,723)
Total deferred tax assets	30
Deferred tax liabilities:
Intangible assets	932
Equipment	57
Total deferred tax liabilities	989
Net deferred tax liabilities	$ 959

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Income Taxes (Details Narrative) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Net operating loss carryforwards	$ 17,730	$ 0
Income tax receivable	$ 31	$ 31
Maximum [Member]
Operating Loss Carryforwards, Expiration Date	Dec. 31, 2038
Minimum [Member]
Operating Loss Carryforwards, Expiration Date	Dec. 31, 2035

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Related Parties (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Related Party Transactions [Abstract]
Consulting fees from related parties	$ 0	$ 38	$ 19	$ 120

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Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Commitments and Contingencies Disclosure [Abstract]
Operating leases			$ 22
Rent expense	$ 65	$ 0	$ 112	$ 0