SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

SECURITIES EXCHANGE ACT OF 1934

For the Quarterly period ended September 30, 2016

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

SECURITIES EXCHANGE ACT OF 1934

Commission File No. 0-53031

WESTMOUNTAIN DISTRESSED DEBT, INC.

(Exact Name of Issuer as specified in its charter)

Colorado	26-1315407
(State or other jurisdiction	(IRS Employer File Number)
of incorporation)


1001-A E. Harmony Road, #366
Fort Collins, Colorado	80525
(Address of principal executive offices)	(zip code)

(970) 212-4770

(Registrant's telephone number, including area code)

Check whether the issuer: (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 þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T(Section 232.405 of this chapter) during the preceding 12 months(or such shorter period that the registrant was required to submit and post such files. Yes ☑ No ☐

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

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company þ

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

The number of shares outstanding of the Registrant's common stock, as of the latest practicable date, November 10, 2016, was 1,983,150.

FORM 10-Q

West Mountain Distressed Debt, Inc.

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION
Item 1. Unaudited Condensed Financial Statements

Condensed Balance Sheets at September 30, 2016 (Unaudited) and December 31, 2015	3

Condensed Statements of Operations (Unaudited) for the three and nine months ended September 30, 2016 and 2015	4

Condensed Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2016 and 2015	5

Notes to the Condensed Financial Statements (Unaudited)	6

Item 2. Management's Discussion and Analysis and Plan of Operation	9

Item 3. Quantitative and Qualitative Disclosures About Market Risk	12

Item 4. Controls and Procedures	12


PART II OTHER INFORMATION

Item 1. Legal Proceedings	13

Item 1A. Risk Factors	13

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	18

Item 3. Defaults Upon Senior Securities	18

Item 4. Submission of Matters to a Vote of Security Holders	18

Item 5. Other Information	18

Item 6. Exhibits	19

Signatures	20

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PART I FINANCIAL INFORMATION

References in this document to "us," "we," or "Company" refer to West Mountain Distressed Debt, Inc.

ITEM 1. CONDENSED FINANCIAL STATEMENTS

WestMountain Distressed Debt, Inc.

Condensed Balance Sheets


	September 30,			December 31,
	2016			2015
	(Unaudited)
Assets
Cash	$	4,610		$	12,258
Prepaid expenses		5,000			485
Total current assets	$	9,610		$	12,743

Liabilities and Shareholders' Equity (Deficit)
Current Liabilities:
Accrued liabilities, related parties	$	14,519		$	4,917
Notes payable, related parties		95,987			92,885
Accounts payable and accrued liabilities		30,979			7,537
Total current liabilities		141,485			105,339

Commitments and contingencies

Shareholders' equity (deficit):
Preferred stock, $0.10 par value; 1,000,000 shares authorized,		-			-
-0- shares issued and outstanding 2016 and 2015
Common stock, $0.001 par value; 200,000,000 shares authorized,		1,983			1,983
1,983,150 shares issued and outstanding 2016 and 2015
Additional paid-in-capital		368,982			368,982
Accumulated deficit		(502,840	)		(463,561	)
Total shareholders' equity (deficit)	$	(131,875	)		(92,596	)
Total liabilities and shareholders' equity (deficit)	$	9,610		$	12,743

The accompanying notes are an integral part of these condensed financial statements.

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WestMountain Distressed Debt, Inc.

Condensed Statements of Operations (Unaudited)

For the three and nine months ended September 30, 2016 and 2015

	For the three months ended,						For the nine months ended
	September 30,						September 30,
	2016			2015			2016			2015

Operating expenses
Selling, general and administrative expense	$	9,614		$	9,600		$	27,276		$	46,169
Total operating expenses		9,614			9,600			27,276			46,169

Net loss from operations		(9,614	)		(9,600	)		(27,276	)		(46,169	)

Other income/(expense)
Interest expense		(4,855	)		(3,866	)		(12,003	)		(8,377	)
Net loss before income taxes		(14,469	)		(13,466	)		(39,279	)		(54,546	)
Provision for income taxes		-			-			-			-
Net loss	$	(14,469	)	$	(13,466	)	$	(39,279	)	$	(54,546	)


Basic and diluted loss per share	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.02	)
Basic and diluted weighted average common
shares outstanding		1,983,150			1,983,150			1,983,150			1,983,150

The accompanying notes are an integral part of these condensed financial statements.

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WestMountain Distressed Debt, Inc.

Condensed Statements of Cash Flows (Unaudited)

For the nine months ended September 30, 2016 and 2015

	For the nine months ended
	September 30,
	2016			2015
Cash flows from operating activities:
Net loss	$	(39,279	)	$	(54,546	)
Changes in operating assets and operating liabilities:
Prepaid expenses		(4,515	)		7,400
Accounts payable and accrued liabilities		23,442			(11,650	)
Indebtedness to related parties and accrued liabilities		12,704			3,577
Net cash used in operating activities		(7,648	)		(55,219	)

Cash flows from financing activities:
Proceeds from note payable, related parties		-			64,500
Net cash provided by financing activities		-			64,500

Net change in cash		(7,648	)		9,281

Cash, beginning of period		12,258			8,071

Cash, end of period	$	4,610		$	17,352

Non cash investing and financing activities
Accrued interest converted into notes payable, related parties	$	3,102		$	-

The accompanying notes are an integral part of these condensed financial statements.

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WestMountain Distressed Debt, Inc.

Notes to the Condensed Financial Statements

(Unaudited)

1) Nature of Organization and Summary of Significant Accounting Policies

Nature of Organization and Basis of Presentation

WestMountain Distressed Debt, Inc. was incorporated in the state of Colorado on October 18, 2007 and on this date approved its business plan and commenced operations.

The Company is presently planning to develop and implement a web site based operation to gather additional potential investment opportunities beyond what it can generate through our network of contacts. The Company also plans to utilize the most current technology to analyze investments and believes the technology will assist in the analysis of each opportunity.

Unaudited Interim Condensed Financial Statements

We have prepared our unaudited interim condensed financial statements included herein pursuant to the rules and regulations of the United States Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to these rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. In our opinion, the unaudited interim condensed financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly, in all material respects, our financial position as of September 30, 2016, the interim results of operations for the three and nine months ended September 30, 2016 and 2015, and cash flows for the nine months ended September 30, 2016 and 2015. These interim statements have not been audited. The balance sheet as of December 31, 2015 was derived from our audited financial statements included in our annual report on Form 10-K. The unaudited interim condensed financial statements contained herein should be read in conjunction with our audited financial statements, including the notes thereto, for the year ended December 31, 2015. The unaudited condensed financial position, results of operations and cash flows for the interim periods disclosed in this report are not necessarily indicative of future financial results.

Use of Estimates

The preparation of 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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WestMountain Distressed Debt, Inc.

Notes to the Condensed Financial Statements

(Unaudited)

Going Concern

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The company has incurred losses since its inception resulting in an accumulated deficit of $502,840 as of September 30, 2016, and further losses are anticipated in the development of its business. The Company currently has a working capital deficit of $131,875 which includes an outstanding payable to OTC Markets of $10,000 for continued listing of our common stock. Accordingly, there is substantial doubt about the Company's ability to continue as a going concern.

Recently Issued Accounting Pronouncements

On August 27, 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern, which is intended to define management's responsibility to evaluate whether there is substantial doubt about the Company's ability to continue as a going concern and to provide related footnote disclosures. This standard will be effective for the Company for the year ending on December 31, 2016. Early application is permitted. The Company is currently evaluating the impact of ASU No. 2014-15.

(2) Income Taxes

The Company incurred net operating losses during all periods presented resulting in a deferred tax asset, which was fully allowed for; therefore, the net benefit and expense resulted in $-0- income taxes.

(3) Related Parties

We entered into an agreement with SP Business Solutions ("SP") to provide accounting and related services for the Company. The owner, Joni Troska, was appointed Secretary of WestMountain Distressed Debt, Inc. on October 15, 2009, and is considered to be a related party. Total expenses incurred for the three months ended September 30, 2016 and 2015 with SP were $500 and $500, respectively. Total expenses incurred for the nine months ended September 30, 2016 and 2015 with SP were $1,500 and $1,500, respectively. As of September 30, 2016 an accrual of $1,500 has been recorded for unpaid services.

On October 17, 2014, we entered into a Promissory Note Agreement with WestMountain Company, a related party, in the amount of $25,000. The note carried an interest rate of 18% per annum until paid in full. Repayment of the loan was due on or before April 16, 2015. On April 18, 2015, we entered into a new Promissory Note Agreement for the total principal and interest due on the original note as of April 18, 2015. The new principal amount is $27,256. The new note carries an interest rate of 18% per annum until paid in full. Repayment of the loan was due on or before October 18, 2015. On October 18, 2015 we entered into a new Promissory Note Agreement for the total principal and interest due on the extension as of October 18, 2015. The new principal amount is $29,729. The new note carries an interest rate of 18% per annum until paid in full. Repayment of the loan was due on or before April 18, 2016. This note is currently in default. The default interest rate is 24% which has been applied to calculate accrued interest beginning on the maturity date of the note. As of September 30, 2016, the total principal and interest due on this note is $35,633.

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WestMountain Distressed Debt, Inc.

Notes to the Condensed Financial Statements

(Unaudited)

On January 27, 2015, we entered into a Promissory Note Agreement with WestMountain Company, a related party, in the amount of $25,000. The note carried an interest rate of 18% per annum until paid in full. Repayment of the loan was due on or before July 27, 2015. On July 27, 2015, we entered into a new Promissory Note Agreement for the total principal and interest due on the original note as of July 27, 2015. The new principal amount was $27,244. The new note carried an interest rate of 18% per annum until paid in full. Repayment of the loan was due on or before January 27, 2016. On January 27, 2016, we entered into a new Promissory Note Agreement for the total principal and interest due on the extension as of January 27, 2016. The new principal amount was $29,730. The new note carried an interest rate of 18% per annum until paid in full. Repayment of the loan was due on or before July 29, 2016. This note is currently in default. The default interest rate is 24%. As of September 30, 2016, principal and interest due on this note is $33,644.

On May 4, 2015, we entered into a Promissory Note Agreement with WestMountain Company, a related party, in the amount of $10,000. The note carried an interest rate of 18% per annum until paid in full. Repayment of the loan was due on or before November 4, 2015. On November 4, 2015 we entered into a new Promissory Note Agreement for the total principal and interest due on the original note as of November 4, 2015. The new principal amount is $10,912. The new note carried an interest rate of 18% per annum until paid in full. Repayment of the loan was due on or before May 5, 2016. This note is currently in default. The default interest rate is 24% which has been applied to calculate accrued interest beginning on the maturity date of the note. As of September 30, 2016, principal and interest due on this note is $12,959.

On August 4, 2015, we entered into a Promissory Note Agreement with BOCO Investments, a related party, in the amount of $25,000. The note carried an interest rate of 6% per annum until paid in full. Repayment of the loan was due on or before December 31, 2015. As of December 31, 2015, principal and interest due on this note was $25,616. On January 1, 2016, we entered into a new Promissory Note Agreement for the total principal and interest due on the original note as of December 31, 2015. The new principal amount was $25,616. The new note carried an interest rate of 6% per annum until paid in full. Repayment of the loan was due on or before June 30, 2016. This note is currently in default. The default interest rate remains at 6%. As of September 30, 2016, principal and interest due on this note is $26,770.

We are negotiating terms for an extension of notes which are in default.

A summary of the notes payable and related interest for the periods presented on the Balance Sheet are as follows:

As of September 30, 2016								As of December 31, 2015
NOTE								NOTE
	Due	Principal		Interest		Total			Due	Principal		Interest		Total
Date	Date	Due		Due		Due		Date	Date	Due		Due		Due
10/18/2015	4/18/2016	$	29,729	$	5,904	$	35,633	10/18/2015	4/18/2016	$	29,729	$	1,085	$	30,814
1/27/2016	7/29/2016		29,730		3,914		33,644	7/27/2015	1/27/2016		27,244		2,109		29,353
11/4/2015	5/5/2016		10,912		2,047		12,959	11/4/2015	5/5/2016		10,912		307		11,219
1/1/2016	6/30/2016		25,616		1,154		26,770	8/4/2015	12/31/2015		25,000		616		25,616
TOTAL DUE		$	95,987	$	13,019	$	109,006	TOTAL DUE		$	92,885	$	4,117	$	97,002

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

The following discussion of our financial condition and results of operations should be read in conjunction with, and is qualified in its entirety by, the consolidated financial statements and notes thereto included in, Item 1 in this Quarterly Report on Form 10-Q. This item contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those indicated in such forward-looking statements.

Forward-Looking Statements

This Quarterly Report on Form 10-Q and the documents incorporated herein by reference contain forward-looking statements. Such forward-looking statements are based on current expectations, estimates, and projections about our industry, management beliefs, and certain assumptions made by our management. Words such as "anticipates", "expects", "intends", "plans", "believes", "seeks", "estimates", variations of such words, and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed or forecasted in any such forward-looking statements. Unless required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. However, readers should carefully review the risk factors set forth herein and in other reports and documents that we file from time to time with the Securities and Exchange Commission, particularly Annual Reports on Form 10-K, Quarterly reports on Form 10-Q and any Current Reports on Form 8-K.

General

Our original plan was to earn income by holding distressed real estate properties for resale at a future date when market conditions are more favorable. We have decided to expand our business plan to include the potential acquisition of all forms of distressed debt, including real estate mortgages, securities such as promissory notes, and assets acquired through bankruptcy. We will screen investments with emphasis towards finding opportunities with long term potential. We have no prior history of operating as a firm in the distressed debt business.

We also continue to develop a proprietary investment screening process to make our investments. This screening process will be refined as a result of the expanded nature of our business plan. This process will be based upon the experience of our management team and outside consultants. This process has not been fully developed at this time.

We plan to act as a holder of all forms of distressed debt by raising, investing and managing private equity and direct investment funds for third parties including high net worth individuals and institutions. As is the industry practice, we plan to earn management fees based on the size of the funds that we manage and incentive income based on the performance of these funds. We do not plan to focus on any particular industry but will look at any and all opportunities.

We are presently planning to develop and implement a web site based operation to gather additional potential investment opportunities beyond what we can generate through our network of contacts. We also plan to utilize the most current technology to analyze investments. We believe the technology will assist in the analysis of each opportunity.

Our principal executive offices are located at 1001-A E. Harmony Road, #366, Fort Collins, Colorado 80525, and our telephone number is (970) 223-4499. However, in the future, we plan to occupy separate office facilities and obtain office furniture and equipment, depending on the development of our business plan. If we are not successful in our operations we will be faced with several options:

1.	Cease operations and go out of business;
2.	Continue to seek alternative and acceptable sources of capital;
3.	Bring in additional capital that may result in a change of control; or
4.	Identify a candidate for acquisition that seeks access to the public marketplace and its financing sources

We have not been subject to any bankruptcy, receivership or similar proceeding.

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Results of Operations

The following discussion involves our results of operations for the three and nine months ended September 30, 2016 and September 30, 2015.

We have not generated operating revenues since our inception.

Operating expenses consist primarily of selling, general and administrative costs. Most of the costs were attributable to professional and contract services. For the three months ended September 30, 2016 and September 30, 2015, operating expenses were $9,614 and $9,600, respectively. For the nine months ended September 30, 2016 and September 30, 2015, operating expenses were $27,276 and $46,169, respectively. In 2015 the Company paid additional professional fees to become DTC eligible. For the same period of time, the Company paid additional audit fees. We do not anticipate these professional fees or contract services to increase significantly in the future. However we believe that our selling, general and administrative costs will increase as we grow our business activities going forward.

For the three months ended September 30, 2016 and 2015, we had a net loss of $14,469 and $13,466 respectively. Net loss for the nine months ended September 30, 2016 was $39,279 compared to a net loss of $54,546 for the nine months ended September 30, 2015. The decrease in net loss over the periods presented are directly related to the change in operating expenses.

Liquidity and Capital Resources

Our cash on September 30, 2016 was $4,610.

Cash flows used in operating activities were $7,648 for the nine months ended September 30, 2016, compared to cash flows used in operating activities of $55,219 for the nine months ended September 30, 2015. The change over the periods presented are related to the decrease in net loss, an increase in accounts payable and accrued interest on the related party notes payable.

Net cash used in investing activities was $-0- for the nine months ended September 30, 2016 and September 30, 2015.

Cash flows provided by financing activities were $-0- and $64,500 for the nine months ended September 30, 2016 and September 30, 2015. The change over the periods presented are related to proceeds that the Company received from related parties for the nine months ended September 30, 2015. In 2016, no proceeds have been received for the nine months ended September 30, 2016.

Over the next twelve months we do not expect any material capital costs in our operations.

Because most of our costs are fixed in amount and are recurring in nature we expect our quarterly operating expenses to remain consistent throughout 2016.

We expect to incur operating losses in future periods because we will be incurring expenses and not generating sufficient revenues. We expect approximately $40,000 to $60,000 in operating costs for the current year. We plan to generate revenues in the next twelve months from making investments and receiving fees for the placement of capital. Since there can be no assurances that we will generate any revenues or that revenues will be sufficient to cover operating costs for the foreseeable future, it will be necessary to raise additional funds. We believe at this time that raising additional funds may be difficult, if not impossible.

We cannot guarantee that we will be successful in generating sufficient revenues or other funds in the future to cover these operating costs. Failure to generate sufficient revenues or additional financing when needed could cause us to go out of business.

- 10 -

On January 27, 2015, we entered into a Promissory Note Agreement with WestMountain Company, a related party, in the amount of $25,000. The note carried an interest rate of 18% per annum until paid in full. Repayment of the loan was due on or before July 27, 2015. On July 27, 2015, we entered into a new Promissory Note Agreement for the total principal and interest due on the original note as of July 27, 2015. The new principal amount was $27,244. The new note carried an interest rate of 18% per annum until paid in full. Repayment of the loan was due on or before January 27, 2016. On January 28, 2016, we entered into a new Promissory Note Agreement for the total principal and interest due on the extension as of January 27, 2016. The new principal amount was $29,730. The new note carried an interest rate of 18% per annum until paid in full. Repayment of the loan was due on or before July 29, 2016. This note is currently in default. The default interest rate is 24%. As of September 30, 2016, principal and interest due on this note is $33,644.

We are negotiating terms for an extension of notes which are in default.

- 11 -

Plan of Operation for January 1, 2016 to December 31, 2016

We plan to act as a holder of distressed real estate properties by raising, investing and managing private equity and direct investment funds for third parties including high net worth individuals and institutions. As is the industry practice, we earn management fees based on the size of the funds that we manage and incentive income based on the performance of these funds. We do not focus on any particular industry in the real estate market but will look at any and all opportunities.

Additionally, we have decided to pursue finding an acquisition candidate as either an alternative or an adjunct to our present business plan. To date, we have had discussions with potential candidates but have not concluded any definitive arrangements and may never do so. However, for the remainder of the fiscal year, we plan to both actively pursue our business plan and to look for an acquisition candidate.

If we are not successful in our business plan or in finding an acquisition candidate, we will be faced with several options:

1.	Cease operations and go out of business;
2.	Continue to seek alternative and acceptable sources of capital; or
3.	Bring in additional capital that may result in a change of control; or
4.	Identify a candidate for acquisition that seeks access to the public marketplace and its financing sources.

We operate out of one office in Colorado. We have no specific plans at this point for additional offices.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements with any party.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

None.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, based on an evaluation of our disclosure controls and procedures (as defined in Rules 13a -15(e) and 15(d)-15(e) under the Exchange Act), our Chief Executive Officer and the Chief Financial Officer has concluded that our disclosure controls and procedures are effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

This report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are no legal proceedings, to which we are a party, which could have a material adverse effect on our business, financial condition or operating results.

ITEM 1A. RISK FACTORS

You should carefully consider the risks and uncertainties described below; and all of the other information included in this document. Any of the following risks could materially adversely affect our business, financial condition or operating results and could negatively impact the value of your investment.

The occurrence of any of the following risks could materially and adversely affect our business, financial condition and operating result. In this case, the trading price of our common stock could decline and you might lose all or part of your investment.

We are in default on all of our debt and have an outstanding payable to the OTC Market.

At the present time, we are in default on all of our debt, which is in the amount of $109,006 as of September 30, 2016. In addition, we have a payable outstanding in the amount of $10,000 to the OTC Market for continued listing of our common stock. We are actively negotiating an extension of our debt and searching for additional funding to continue our operations or to liquidate. If we are unable to renegotiate our debt and ultimately pay off our debt and payables, we may be forced to cease operations. If we are unable to pay for our continued listing on the OTC Market, we may lose our stock listing. At the present time, we cannot guarantee that we will either be able to renegotiate our debt or pay any of our payables, including the payable for our continued OTC Market listing.

We have no substantial operating history, and have never been profitable. As a result, we may never become profitable, and, as a result, we could go out of business.

We were formed as a Colorado business entity in October, 2007. At the present time, we have never been profitable. There can be no guarantee that we will ever be profitable. Even if we develop revenue, there is no assurance that we will become a profitable company. We may never become profitable, and, as a result, we could go out of business.

Because we had incurred a loss and have limited operations, our accountants have expressed doubts about our ability to continue as a going concern.

For our audit as of December 31, 2015, our accountants have expressed doubt about our ability to continue as a going concern as a result of a limited history of operations, limited assets, and operating losses since inception. Our ability to achieve and maintain profitability and positive cash flow is dependent upon:

·	our ability to find suitable investments; and

·	our ability to generate substantial revenues.

Based upon current plans, we expect to incur operating losses in future periods because we will be incurring expenses and not generating sufficient revenues. We expect approximately $40,000 to $60,000 in operating costs over the next twelve months. We cannot guarantee that we will be successful in generating sufficient revenues or other funds in the future to cover these operating costs. Failure to generate sufficient revenues will cause us to go out of business.

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Our lack of substantial operating history makes it difficult for us to evaluate our future business prospects and make decisions based on those estimates of our future performance. An investor could lose his entire investment.

We have a limited operating history. An investor has no frame of reference to evaluate our future business prospects. This makes it difficult, if not impossible, to evaluate us as an investment. An investor could lose his entire investment if our future business prospects do not result in our ever becoming profitable.

If we do not generate adequate revenues to finance our operations, our business may fail.

We have not generated revenues since our inception. As of September 30, 2016, we had a cash position of $4,610. We are in default on all of our debt, which is in the amount of $109,006 as of September 30, 2016. In addition, we have a payable outstanding in the amount of $10,000 to the OTC Market for continued listing of our common stock. We anticipate that operating costs will be approximately $40,000 to $60,000 for the fiscal year ending December 31, 2016. These operating costs include insurance, taxes, office lease, maintenance, contract services and all other costs of operations. We will use contract employees who will be paid on an hourly basis as each investment transaction is evaluated. However, the operating costs and expected revenue generation are difficult to predict. We plan to generate revenues in the next twelve months from making investments and receiving fees for the placement of capital. Since there can be no assurances that we will generate any revenues or that revenues will be sufficient to cover operating costs for the foreseeable future, it will be necessary to raise additional funds. We believe at this time that raising additional funds may be difficult, if not impossible.

Competition in the investment industry is intense.

Our business plan involves acting as an acquirer of real estate assets that are being sold at a discount to the original purchase price. This business is highly competitive. There are numerous similar companies providing such services in the United States of America. Our competitors will have greater financial resources and more expertise in this business. Our ability to develop our business will depend on our ability to successfully market our services in this highly competitive environment. We cannot guarantee that we will be able to do so successfully.

The share control position of WestMountain Red, LLC will limit the ability of other shareholders to influence corporate actions.

Our largest shareholder, WestMountain Red, LLC, of which Mr. Klemsz is a 16.8% member, owns 1,610,000 shares and thereby controls approximately 81% of our outstanding shares. Because WestMountain Red, LLC individually beneficially controls more than a majority of the outstanding shares, other shareholders, individually or as a group, will be limited in their ability to effectively influence the election or removal of our directors, the supervision and management of our business or a change in control of or sale of our company, even if they believed such changes were in the best interest of our shareholders generally.

Our future success depends, in large part, on the continued service of our President and our Treasurer and the continued financing of WestMountain Red, LLC.

We depend almost entirely on the efforts and continued employment of Mr. Klemsz, our President and Treasurer. Mr. Klemsz is our primary executive officer, and we will depend on him for nearly all aspects of our operations. In addition, WestMountain Red, LLC, is our only source of financing. We do not have an employment contract with Mr. Klemsz, and we do not carry key person insurance on his life. The loss of the services of Mr. Klemsz through incapacity or otherwise, would have a material adverse effect on our business. It would be very difficult to find and retain qualified personnel such as Mr. Klemsz and a financing source to replace WestMountain Red, LLC.

Our revenue and profitability fluctuate, particularly inasmuch as we cannot predict the timing of realization events in our business, which may make it difficult for us to achieve steady earnings growth on a quarterly basis and may cause volatility in the price of our shares.

We may experience significant variations in revenues and profitability during the year and among years if we are paid incentive income from certain funds only when investments are realized, rather than periodically on the basis of increases in the funds' net asset values. The timing and receipt of incentive income generated by our funds is event driven and thus highly variable, which contributes to the volatility of our revenue, and our ability to realize incentive income from our funds, may be limited. We cannot predict when, or if, any realization of investments will occur. If we were to have a realization event in a particular quarter, it may have a significant impact on our revenues and profits for that particular quarter which may not be replicated in subsequent quarters. In addition, our investments would be adjusted for accounting purposes to fair value at the end of each quarter, resulting in revenue attributable to our principal investments, even though we receive no cash distributions from our funds, which could increase the volatility of our quarterly earnings.

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Difficult market conditions can adversely affect our funds in many ways, including by reducing the value or performance of the investments made by our funds and reducing the ability of our funds to raise or deploy capital, which could materially reduce our revenue and results of operations.

If economic conditions are unfavorable our funds may not perform well and we may not be able to raise money in existing or new funds. Our funds are materially affected by conditions in the global financial markets and economic conditions throughout the world. The global market and economic climate may deteriorate because of many factors beyond our control, including rising interest rates or inflation, terrorism or political uncertainty. In the event of a market downturn, our businesses could be affected in different ways. Our funds may face reduced opportunities to sell and realize value from their existing investments, and a lack of suitable investments for the funds to make. In addition, adverse market or economic conditions as well as a slowdown of activities in a particular sector in which portfolio companies of these funds operate could have an adverse effect on the earnings of those portfolio companies, and therefore, our earnings.

A general market downturn, or a specific market dislocation, may cause our revenue and results of operations to decline by causing:

●

the net asset value of the assets under management to decrease, lowering management fees;

●

lower investment returns, reducing incentive income;

●

material reductions in the value of our fund investments in portfolio companies which reduce our ''surplus'' and, therefore, our ability to realize incentive income from these investments; and

●

investor redemptions, resulting in lower fees.

Furthermore, while difficult market conditions may increase opportunities to make certain distressed asset investments, such conditions also increase the risk of default with respect to investments held by our funds with debt investments.

The success of our business depends, in large part, upon the proper selection of investments, which may be difficult to find, acquire and develop.

We believe that the identification, acquisition and development of appropriate investments are key drivers of our business. Our success depends, in part, on our ability to obtain these investments under favorable terms and conditions and have them increase in value. We cannot assure you that we will be successful in our attempts to find, acquire, and/or develop appropriate investments will not be challenged by competitors, which may put us at a disadvantage. Further, we cannot assure you that others will not independently develop similar or superior programs or investments, which may imperil our profitability.

Risks Related to an Investment in Our Common Stock

The lack of a broker or dealer to create or maintain a market in our stock could adversely impact the price and liquidity of our securities.

We have no agreement with any broker or dealer to act as a market maker for our securities and there is no assurance that we will be successful in obtaining any market makers. Thus, no broker or dealer will have an incentive to make a market for our stock. The lack of a market maker for our securities could adversely influence the market for and price of our securities, as well as your ability to dispose of, or to obtain accurate information about, and/or quotations as to the price of, our securities.

We have limited resources to operate as a public company.

We have only operated as a public company since December, 2009. We have been listed to trade under the trading symbol WMDS since January, 2010. However, we have limited resources with which to comply with the various rules and regulations which are required of a public company. As a result, we may not be able to operate successfully as a public company, even if our operations are successful. We plan to comply with all of the various rules and regulations which are required of a public company. However, if we cannot operate successfully as a public company, your investment may be materially adversely affected. Our inability to operate as a public company could be the basis of your losing your entire investment in us.

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We may be required to register under the Investment Company Act of 1940, or the Investment Advisors Act, which could increase the regulatory burden on us and could negatively affect the price and trading of our securities.

Because our business involves the acquisition of real estate assets that are being sold at a discount to the original purchase price, we may be required to register as an investment company under the Investment Company Act of 1940 or the Investment Advisors Act and analogous state law. While we believe that we are currently either not an investment company or an investment advisor or are exempt from registration as an investment company under the Investment Company Act of 1940 or the Investment Advisors Act and analogous state law, either the SEC or state regulators, or both, may disagree and could require registration either immediately or at some point in the future. As a result, there could be an increased regulatory burden on us which could negatively affect the price and trading of our securities.

We may be impacted by new regulatory requirements as a result of the passage of the Dodd-Frank Act.

In July, 2010, Congress enacted the Dodd-Frank Act, which instituted major changes in the regulatory regime for public companies, particularly those in the financial sector. At the present time, we do not believe that we will be impacted in a material way by this legislation. However, the implementation of the provisions of the Dodd-Frank Act are subject to regulations which have not yet been written and its statutory provisions have not been the subject of extensive judicial review, so we cannot guarantee that we may not come under its purview at some point in the future and be affected negatively by it.

Our stock has a limited public trading market and there is no guarantee an active trading market will ever develop for our securities.

There has been, and continues to be, a limited public market for our common stock. An active trading market for our shares has not, and may never develop or be sustained. If you purchase shares of common stock, you may not be able to resell those shares at or above the initial price you paid. The market price of our common stock may fluctuate significantly in response to numerous factors, some of which are beyond our control, including the following:

changes in financial estimates by securities analysts or our failure to perform in line with such estimates;

changes in market valuations of other companies, particularly those that market services such as ours;

announcements by us or our competitors of significant innovations, acquisitions, strategic partnerships, joint ventures or capital commitments;

introduction of product enhancements that reduce the need for the products our projects may develop;

departures of key personnel.

Of our total outstanding shares as of September 30, 2016, a total of 1,840,000, or approximately 92.78%, is restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our common stock to drop significantly, even if our business is doing well.

As restrictions on the resale end, the market price of our stock could drop significantly if the holders of restricted shares sell them or are perceived by the market as intending to sell them.

Applicable SEC rules governing the trading of "Penny Stocks" limit the liquidity of our common stock, which may affect the trading price of our common stock.

Our common stock currently trades from time to time and always below $5.00 per share. As a result, our common stock is considered a "penny stock" and is subject to SEC rules and regulations that impose limitations upon the manner in which our shares can be publicly traded. These regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock and the associated risks. Under these regulations, certain brokers who recommend such securities to persons other than established customers or certain accredited investors must make a special written suitability determination for the purchaser and receive the written purchaser's agreement to a transaction prior to purchase. These regulations have the effect of limiting the trading activity of our common stock and reducing the liquidity of an investment in our common stock.

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The over-the-counter market for stock such as ours is subject to extreme price and volume fluctuations.

The securities of companies such as ours have historically experienced extreme price and volume fluctuations during certain periods. These broad market fluctuations and other factors, such as new product developments and trends in the our industry and in the investment markets generally, as well as economic conditions and quarterly variations in our operational results, may have a negative effect on the market price of our common stock.

Buying low-priced penny stocks is very risky and speculative.

Our common shares are defined as a penny stock under the Securities and Exchange Act of 1934, and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000, exclusive of principal residence, or annual income exceeding $200,000, or $300,000 jointly with spouse, or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker-dealer must make a suitability determination for each purchaser and receive the purchaser's written agreement prior to the sale. In addition, the broker-dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may affect the ability of broker-dealers to make a market in or trade our common stock and may also affect your ability to resell any shares you may purchase in the public markets.

Issuances of our stock could dilute current shareholders and adversely affect the market price of our common stock, if a public trading market develops.

We have the authority to issue up to 200,000,000 shares of common stock, 1,000,000 shares of preferred stock, and to issue options and warrants to purchase shares of our common stock without stockholder approval. Although no financing is planned currently, we may need to raise additional capital to fund operating losses. If we raise funds by issuing equity securities, our existing stockholders may experience substantial dilution. In addition, we could issue large blocks of our common stock to fend off unwanted tender offers or hostile takeovers without further stockholder approval.

The issuance of preferred stock by our board of directors could adversely affect the rights of the holders of our common stock. An issuance of preferred stock could result in a class of outstanding securities that would have preferences with respect to voting rights and dividends and in liquidation over the common stock and could, upon conversion or otherwise, have all of the rights of our common stock. Our board of directors' authority to issue preferred stock could discourage potential takeover attempts or could delay or prevent a change in control through merger, tender offer, proxy contest or otherwise by making these attempts more difficult or costly to achieve.

Colorado law and our Articles of Incorporation protect our directors from certain types of lawsuits, which could make it difficult for us to recover damages from them in the event of a lawsuit.

Colorado law provides that our director will not be liable to our company or to our stockholders for monetary damages for all but certain types of conduct as a director. Our Articles of Incorporation require us to indemnify our directors and officers against all damages incurred in connection with our business to the fullest extent provided or allowed by law. The exculpation provisions may have the effect of preventing stockholders from recovering damages against our director caused by his negligence, poor judgment or other circumstances. The indemnification provisions may require our company to use our assets to defend our director and officers against claims, including claims arising out of their negligence, poor judgment, or other circumstances.

We do not expect to pay dividends on common stock.

We have not paid any cash dividends with respect to our common stock, and it is unlikely that we will pay any dividends on our common stock in the foreseeable future. Earnings, if any, that we may realize will be retained in the business for further development and expansion.

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

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5. OTHER INFORMATION

None

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ITEM 6. EXHIBITS

Exhibit Number		Description

3.1*		Articles of Incorporation

3.2*		Bylaws

3.3***		Amended Articles of Incorporation

10.1**		Service Agreement With Bohemian Companies, LLC

31.1		Certification of CEO/CFO pursuant to Sec. 302

32.1		Certification of CEO/CFO pursuant to Sec. 906

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document*

101.INS		XBRL Instance Document

101SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

* Previously filed with Form SB-2 Registration Statement, January 2, 2008.

** Previously filed with Form 10-KSB Registration Statement, February 29, 2008

*** Previously filed with Form 8-K, November 23, 2010.

Reports on Form 8-K

No report was filed under cover of Form 8-K for the fiscal quarter ended September 30, 2016

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized November 14, 2016.

	WEST MOUNTAIN DISTRESSED DEBT, INC.,

	By:	/s/ Brian L. Klemsz,
		Brian L. Klemsz, President, Chief Executive Officer,Chief Financial Officer and Director (Principal Executive, Accounting and Financial Officer)

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WESTMOUNTAIN DISTRESSED DEBT INC 10-Q