UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report: July 14, 2014

 

WALL STREET MEDIA CO., INC.

f/k/a Bright Mountain Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada   5961   26-4170100
(State or other jurisdiction of   (Primary standard industrial   (IRS employer
incorporation or organization)   classification code number)   identification number)

 

40 Wall Street, 28th Floor

New York, N. Y. 10005

(877) 222 0205

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.)

 

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CF$ 240.13e-4(c))

 

 

   

 
 

 

Item 1.01

 

CANCELLATION OF DEBT

 

The Company (“Wall Street Media Co, Inc”) entered into a Purchase Agreement with Wall-Street.Com, LLC, to purchase the domain property wall-street.com. Wall-Street.com LLC is a limited liability company owned by Wall Street Media Co.’s CEO. By written consent of the majority shareholders of the company the election was made to cancel the promissory note, and return the domain property free and clear of any liens or encumbrances. The company further indemnifies the seller from any and all actions now and in the future associated with this transaction. The company is released from the promissory note, the debt forgiven and will reflect such in the relief of indebtedness.

 

Exhibit   Description
     
10.1   Written consent of majority shareholders dated July 10, 2014
     
10.2   Board resolution for acceptance of majority shareholders action dated July 10, 2014
     
10.3   Cancellation of the note payable by the corporation dated July 10, 2014

 

2
 

 

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.

 

  Wall Street Media Co, Inc.  
  f/k/a Bright Mountain Holdings, Inc.
     
Date: July 15, 2014 By  /s/ Jerrold D. Burden
    Jerrold D. Burden  
    CEO (Principal Executive Officer), President  

 

3
 

 

 

ACTION BY WRITTEN CONSENT OF MAJORITY SHAREHOLDERS

 

WALL STREET MEDIA CO, INC.

 

 

WHEREAS, pursuant to State of Nevada, the Corporation Laws and the Bylaws of this corporation, it is deemed desirable and in the best interests of this corporation that the following actions be taken by the majority stockholders of this corporation pursuant to this Written Consent.

 

NOW, THEREFORE, BE IT RESOLVED that the undersigned stockholders of this corporation hereby consent to approve and adopt the following:

 

The cancellation of an indebtedness of $10,000 in the form of a promissory note. Incurred in March of 2014. for the purchase of a domain property. It is the consensus of the majority shareholders of this corporation that it is in the best interest of the corporation to cancel any debt or financial obligation that adds unnecessary indebtedness to the corporation.

 

RESOLVED, that the Bylaws, which were adopted and approved by the incorporator of this corporation are hereby ratified, approved and adopted as the Bylaws of this corporation. The Bylaws are filed with the state of Nevada, and are a matter of public record.

 

RESOLVED FURTHER, that the officers of this corporation are, and each acting alone is, hereby authorized to do and perform any and all such acts, including execution of any and all documents and certificates, as said officers shall deem necessary or advisable, to carry out the purposes of the foregoing resolutions.

 

RESOLVED FURTHER, that any actions taken by such officers prior to the date of the foregoing resolutions adopted hereby that are within the authority conferred thereby are hereby ratified, confirmed and approved as the acts and deeds of this corporation.

 

This written consent shall be filed in the Minute Book of this corporation and become a part of the records of this corporation.

 

Date: July 10 th 2014

 

 
  Signature
   
  Jerrold D. Burden
  Printed Name
   
  common
  Class of Shares
   
  14,847,705
  Number of Shares

 

Page 1 of 2
 

 

 
  Signature
   
  Ronald Teblum
 
  Printed Name
   
  Common
 
  Class of Shares
   
  6, 588.021
 
  Number of Shares

 

Page 2 of 2
 

 

 

BOARD RESOLUTION APPROVING THE MAJORITY SHAREHOLDERS AGREEMENT OF

Wall street Media Co, Inc.

 

Duly Adopted On July 10 th 2014

 

 

APPROVAL OF MAJORITY SHAREHOLDERS AGREEMENT

 

IT IS RESOLVED that the corporation intervene for the Majority Shareholders Agreement to be signed this day by the majority shareholders of the corporation, a copy of which has been submitted to the Board of Directors.

 

IT IS RESOLVED that Jerrold D. Burden, the Chairman/CEO of the corporation, be authorized to sign the aforementioned majority Shareholders Agreement, for and on behalf of the corporation.

 

RESOLVED FURTHER, that the officers of Wall Street Media Co, Inc. are, and each acting alone is, hereby authorized and directed to take such further action as may be necessary, appropriate or advisable to implement this resolution and amendment and any such prior actions are hereby ratified; and

 

I, the undersigned, and the sole director hereby certify that Wall Street Media Co, Inc. is comprised of 1 Board member, and that constitutes a quorum, held a meeting with the majority shareholders present at a meeting duly and regularly called, noticed, convened and held this 10 th day of July, and that the foregoing Resolution was duly adopted at said meeting by the affirmative vote of 1 board member, and opposed by none, and that said Resolution has been duly recorded in the Minute Book and is in full force and effect.

 

WHEREAS, pursuant to State of Nevada, the Corporation Laws and the Bylaws of this corporation, it is deemed desirable and in the best interests of this corporation that the following actions be taken by the majority stockholders of this corporation pursuant to this Written Consent.

 

NOW, THEREFORE, BE IT RESOLVED that the undersigned stockholders of this corporation hereby consent to approve and adopt the following:

 

The cancellation of an indebtedness of $10,000 in the form of a promissory note, incurred in March of 2014, for the purchase of a domain property. Said domain name property is known as wall-street.com.

 

It is the consensus of the majority shareholders of this corporation that it is in the best interest of the corporation to cancel any debt or financial obligation that adds unnecessary indebtedness to the corporation. The domain property will be released by the corporation and returned to the note holder without further obligation or indebtedness. The corporation indemnifies the seller from any and all action associated with this acceleration of the cancellation of the promissory note.

 

RESOLVED, that the Bylaws, which were adopted and approved by the incorporator of this corporation are hereby ratified, approved and adopted as the Bylaws of this corporation. The Bylaws are filed with the state of Nevada, and are a matter of public record.

 

RESOLVED FURTHER, that the officers of this corporation are, and each acting alone is, hereby authorized to do and perform any and all such acts, including execution of any and all documents and certificates, as said officers shall deem necessary or advisable, to carry out the purposes of the foregoing resolutions.

 

RESOLVED FURTHER, that any actions taken by such officers prior to the date of the foregoing resolutions adopted hereby that are within the authority conferred thereby are hereby ratified, confirmed and approved as the acts and deeds of this corporation.

 

Board Resolution Approving an Majority Shareholders Agreement Page 1 of 2
 

 

This written consent shall be filed in the Minute Book of this corporation and become a part of the records of this corporation.

 

THE ABOVE-MENTIONED RESOLUTIONS ARE DULY PASSED BY ALL THE DIRECTORS OF THE CORPORATION IN ACCORDANCE WITH THE PROVISIONS OF ALL APPLICABLE LAWS.

 

   
DIRECTOR Jerrold D. Burden  

 

 

Board Resolution Approving an Majority Shareholders Agreement Page 2 of 2
 

 

CANCELLATION OF PROMISSORY NOTE

 

July 10, 2014,

 

The note due to Wall-Street.com LLC dated March 4, 2014, as was filed in the preceding 8K is hereby by cancelled and accepted by Wall-Street.com LLC. An agreement has been reached with wall-street.com LLC and the majority shareholders, and the board of directors of Wall Street Media Co, Inc. to cancel the debt without further obligation. Any claims to the domain will be released free and clear of any and all liens or encumbrances. No penalties were assessed, and no issues of ownership remain. The corporation is hereby relieved of the debt, and the forgiveness of the promissory note.

 

  Wall-Street.com LLC
   
  By Jerrold Burden/