Blueprint
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
Under
the Securities Exchange Act of 1934 (Amendment No. 2)*
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Where Food Comes From, Inc.
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(Name
of Issuer)
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Common Stock
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(Title
of Class of Securities)
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Yorkmont
Capital Management, LLC
2313
Lake Austin Blvd., Suite 202
Austin,
TX 78703
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(Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
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December
31, 2017
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(Date
of Event which Requires Filing of this Statement)
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If the
filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of 240.13d-1(e), 240.13d-1(f)
or 240.13d-1(g), check the following
box [X].
Note:
Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See
240.13d-7(b) for other parties to whom copies are to be
sent.
*The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The
information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see
the Notes).
SCHEDULE 13D
CUSIP
No.
96327X101
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1
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NAMES OF REPORTING PERSONSI.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
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Yorkmont
Capital Partners, LP
80-0835231
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
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(a) [
]
(b) [
]
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3
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SEC USE ONLY
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|
|
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4
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SOURCE OF FUNDS (See
Instructions)
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WC
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5
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR
2(E)
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[ ]
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
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Texas
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NUMBER OFSHARESBENEFICIALLYOWNED
BYEACHREPORTINGPERSONWITH
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7
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SOLE VOTING
POWER
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1,715,210
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8
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SHARED VOTING
POWER
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0
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9
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SOLE DISPOSITIVE
POWER
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1,715,210
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10
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SHARED DISPOSITIVE
POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
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1,715,210
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12
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
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[ ]
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13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
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6.94%
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14
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TYPE OF REPORTING PERSON (See
Instructions)
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PN
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CUSIP
No.
96327X101
|
1
|
NAMES OF REPORTING PERSONSI.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
|
Yorkmont
Capital Management, LLC
45-5389822
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
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(a) [
]
(b) [
]
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3
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SEC USE ONLY
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|
|
|
4
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SOURCE OF FUNDS (See
Instructions)
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AF
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5
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR
2(E)
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|
[ ]
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
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|
Texas
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NUMBER OFSHARESBENEFICIALLYOWNED
BYEACHREPORTINGPERSONWITH
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7
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SOLE VOTING
POWER
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|
1,715,210
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8
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SHARED VOTING
POWER
|
|
0
|
|
9
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SOLE DISPOSITIVE
POWER
|
|
1,715,210
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|
10
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SHARED DISPOSITIVE
POWER
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|
0
|
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
|
|
1,715,210
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
|
[ ]
|
|
13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
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6.94%
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|
14
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TYPE OF REPORTING PERSON (See
Instructions)
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IA
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CUSIP
No.
96327X101
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1
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NAMES OF REPORTING PERSONSI.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
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Graeme P.
Rein
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
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|
(a) [
]
(b) [
]
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3
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SEC USE ONLY
|
|
|
|
4
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SOURCE OF FUNDS (See
Instructions)
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AF
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5
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR
2(E)
|
|
[ ]
|
|
6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
|
|
Texas
|
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NUMBER OFSHARESBENEFICIALLYOWNED
BYEACHREPORTINGPERSONWITH
|
7
|
SOLE VOTING
POWER
|
|
1,715,210
|
|
8
|
SHARED VOTING
POWER
|
|
0
|
|
9
|
SOLE DISPOSITIVE
POWER
|
|
1,715,210
|
|
10
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SHARED DISPOSITIVE
POWER
|
|
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
|
|
1,715,210
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
|
|
[ ]
|
|
13
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)
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|
6.94%
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|
14
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TYPE OF REPORTING PERSON (See
Instructions)
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IN/HC
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Item
1. Security and Issuer
This
statement on Schedule 13D (this “Statement”) relates to
the common stock, par value $0.001 per share (the “Common
Stock”) of Where Food Comes From, Inc. (the
“Issuer”), with its principal executive offices located
at 221 Wilcox, Suite A, Castle Rock, Colorado 80104.
Item
2. Identity and Background
Item 2 (a) - (c) and (f). This statement is being filed by
the following persons:
Yorkmont Capital
Partners, LP, a Texas limited partnership;
Yorkmont Capital
Management, LLC, is a Texas limited liability company;
and
Graeme
P. Rein (Mr. Rein), is a citizen of the United States of
America.
Yorkmont
Capital Partners, LP is a private investment vehicle engaged in the
business of investing in securities. Graeme P. Rein is the managing
member of Yorkmont Capital Management, LLC, which is the general
partner of Yorkmont Capital Partners, LP. The business address and
principal executive offices of the each of the Reporting Persons is
2313 Lake Austin Blvd., Suite 202, Austin, TX 78703.
Item 2 (d)-(e). During the last five years, none of the
Reporting Persons have been (a) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (b) a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
Item
3. Source and Amount of Funds or Other Considerations
The
shares owned by Yorkmont Capital Partners, LP were purchased with
working capital. The aggregate purchase price of the 1,715,210
shares beneficially owned is approximately
$2,616,769.19.
Item
4. Purpose of Transaction
The
Reporting Persons originally acquired the Common Stock subject to
this Schedule 13D for investment purposes. The Reporting Persons
will review their investments in the Common Stock on a continuing
basis, and, subject to applicable law and regulation and depending
upon certain factors, including, without limitation, the financial
performance of the Issuer, the availability and price of the Common
Stock, and other general market and investment conditions, the
Reporting Persons may determine to:
-
acquire additional Common Stock through open market purchases or
otherwise;
- sell
Common Stock through the open market or otherwise; or
-
otherwise engage or participate in a transaction with the purpose
or effect of changing or influencing the control of the
Company.
Such
transactions may take place at any time and without prior notice.
There can be no assurance, however, that any Reporting Person will
take any such actions.
Item
5. Interest in Securities of the Issuer
(a)
The
aggregate percentage of the Company’s outstanding shares of
Common Stock reported owned by each Reporting Person is based on
24,703,535 shares of Common Stock outstanding at November 2, 2017,
as reported by the Company on its Form 10-Q, filed with the United
States Securities and Exchange Commission on November 2,
2017.
Yorkmont Capital
Partners, LP beneficially owns 1,715,210 shares of Common Stock,
representing 6.94% of all the outstanding shares of Common
Stock.
Yorkmont Capital
Management, LLC beneficially owns 1,715,210 shares of Common Stock,
representing 6.94% of all the outstanding shares of Common Stock.
Yorkmont Capital Management LLC is the general partner of, and
controls, Yorkmont Capital Partners, LP.
Mr.
Rein beneficially owns 1,715,210 shares of Common Stock,
representing 6.94% of all the outstanding shares of Common Stock.
Mr. Rein, as the managing member of Yorkmont Capital Management,
LLC, may be deemed to beneficially own the 1,715,210 shares of
Common Stock beneficially owned by Yorkmont Capital Partners,
LP.
(b)
Each of Yorkmont Capital Partners, LP, Yorkmont
Capital Management, LLC and Mr. Rein may be deemed to have sole
voting and dispositive power with respect to the 1,715,210
shares of Common Stock held by
Yorkmont Capital Partners, LP.
(c)
No transactions in
the Common Stock have been effected during the past sixty days by
Yorkmont Capital Partners, LP.
Item
6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
The relationships between Mr. Rein, Yorkmont Capital Management,
LLC, and Yorkmont Capital Partners, LP are described above under
Item 2.
Item
7. Material to Be Filed as Exhibits
Not
applicable
Signature
After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
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January
4, 2018
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Dated
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/s/
Graeme P. Rein
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Signature
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Graeme
P. Rein, Managing Member
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Name/Title
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The
original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the
statement is signed on behalf of a person by his authorized
representative (other than an executive officer or general partner
of this filing person), evidence of the representative’s
authority to sign on behalf of such person shall be filed with the
statement, provided, however, that a power of attorney for this
purpose which is already on file with the Commission may be
incorporated by reference. The name and any title of each person
who signs the statement shall be typed or printed beneath his
signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C.
1001).