UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One) 

[X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934
   
  For the quarterly period ended March 31, 2015
   
[  ] Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934
   
  For the transition period from _________ to _________

 

WALL STREET MEDIA CO, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   5961   26-4170100

(State or other jurisdiction of

incorporation or organization)

 

(Primary standard industrial

classification code number)

 

(IRS employer

identification number)

 

40 Wall Street

28 th Floor

New York, N. Y. 10005

(877) 222-0205

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

Laura Anthony, Attorney

Legal & Compliance, LLC

330 Clematis Street, Suite 217

West Palm Beach, FL 33401

(561)514-0936

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

 

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 during the preceding 12 months (or for 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, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer [  ] Accelerated filer [  ]
Non-accelerated filer [  ] Smaller reporting company [X]

 

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

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class   Outstanding at May 1, 2015
Common stock, $0.001 par value   26,922,007

 

 

 

 
 

 

TABLE OF CONTENTS

 

    Page
Part I. Financial Information    
     
Item 1. Unaudited Condensed Consolidated Financial Statements   F-1
     
(a) Condensed Consolidated Balance Sheets at March 31, 2015 (unaudited) and September 30, 2014   F-1
     
(b) Condensed Consolidated Statements of Operations for the Three and Six Months Ended March 31, 2015 and 2014 (unaudited)   F-2
     
(c) Condensed Consolidated Statements of Cash Flows for the Six Months Ended March 31, 2015 and 2014 (unaudited)   F-3
     
(d) Notes to Condensed Consolidated Financial Statements (unaudited)   F-4
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations   3
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk   5
     
Item 4. Controls and Procedures   5
     
Part II. Other Information    
     
Item 1. Legal Proceedings   6
     
Item 1A. Risk Factors   6
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds   6
     
Item 3. Defaults Upon Senior Securities   6
     
Item 4. Mine Safety Disclosure   6
     
Item 5. Other Information   6
     
Item 6. Exhibits   6
     
Signatures   7

 

2
 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Unaudited Condensed Consolidated Financial Statements

 

WALL STREET MEDIA CO, INC. AND SUBSIDIARY

Condensed Consolidated Balance Sheets

 

    March 31, 2015     September 30, 2014  
    (Unaudited)        
ASSETS                
Current Assets                
Cash   $ 751     $ 1,332  
Total current assets     751       1,332  
                 
Total Assets   $ 751     $ 1,332  
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT                
                 
Current Liabilities                
Note payable   $ 40,000     $ -  
Accounts payable and accrued expenses     6,885       16,412  
Deferred compensation     -       112,800  
Total current liabilities     46,885       129,212  
                 
Commitments and Contingencies                
                 
Stockholders’ Deficit                
Preferred stock, $0.001 par value; 5,000,000 shares authorized; none issued or outstanding     -       -  
Common stock, $0.001 par value; 195,000,000 shares authorized; 26,922,007 and 26,822,007 issued and outstanding at March 31,  2015 and September 30, 2014, respectively     26,922       26,822  
Additional paid-in capital     1,298,056       1,185,356  
Accumulated deficit     (1,371,112 )     (1,340,058 )
Total stockholders’ deficit     (46,134 )     (127,880 )
                 
Total Liabilities and Stockholders’ Deficit   $ 751     $ 1,332  

 

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

 

F- 1
 

 

WALL STREET MEDIA CO, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Operations

(Unaudited)

 

    For the three months ended     For the six months ended  
    March 31, 2015     March 31, 2014     March 31, 2015     March 31, 2014  
                         
Revenues:                                
Website development services   $ 15,450     $ 9,800     $ 23,030     $  31,800  
Website development services -  related parties     -       9,050       -       12,400  
Total Revenues     15,450       18,850       23,030       44,200  
                                 
Operating Expenses:                                
Internet & hosting services     340       628       983       1.198  
Programming & development     2,148       6,937       3,867       15,674  
Advertising & marketing     -       1,450       -       1,450  
Domain names     630       783       935       989  
Office and administrative     2,805       4,616       5,338       7,916  
Professional fees     17,446       4,577       25,541       12,284  
Salaries     17,000       24,000       17,000       48,000  
Rent     -       214       -       214  
Total Operating Expenses     40,369       43,205       53,664       87,725  
                                 
Loss From Operations     (24,919 )     (24,355 )     (30,634 )     (43,525 )
                                 
Other Expense                                
Interest expense     350       -       420       -  
                                 
Net loss   $ (25,269 )   $ (24,355 )   $ (31,054 )   $ (43,525 )
                                 
Net loss per share - basic and diluted   $ (0.00 )   $ (0.00 )   $ (0.01 )   $ (0.01 )
Weighted average number of common shares - Basic and Diluted     26,922,007       26,822,007       26,922,007       26,822,007  

 

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

 

F- 2
 

 

WALL STREET MEDIA CO, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

    For the six     For the six  
    months ended     months ended  
    March 31, 2015     March 31, 2014  
Cash flows from Operating Activities:                
Net loss   $ (31,054 )   $ (43,525 )
Adjustments to reconcile net loss to net cash used in operating activities:                
Deferred compensation     -       42,000  
Changes in operating assets and liabilities:                
(Decrease) increase in accounts payable and accrued expenses     (9,527 )     (11,526 )
Net cash used in operating activities     (40,581 )     (13,050 )
                 
Cash flows from Financing Activities:                
Proceeds from issuance of notes payable     40,000          
Proceeds from loan payable related parties     -       8,000  
Proceeds from loan payable stockholder     -       6,500  
Net cash provided by financing activities     40,000       14,500  
                 
Increase (decrease) in cash during the period     (581 )     1,450  
                 
Cash, beginning of the period     1,332       1,833  
                 
Cash, end of the period   $ 751     $ 3,282  
                 
SUPPLEMENTAL CASH FLOW INFORMATION:                
                 
Cash paid for interest   $ -     $ -  
Cash paid for income taxes   $ -     $ -  
                 
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:                
                 
Purchase of domain name for issuance of note payable - related party into common stock   $ -     $ 10,000  
Schedule of non-cash financing activities:                
Settlement of deferred compensation with issuance of common stock   $ 112,800     $    

 

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

 

F- 3
 

 

Wall Street Media Co, Inc. and Subsidiary

Notes to condensed consolidated financial statements

March 31, 2015

(Unaudited)

 

Note 1 – Nature of Operations, Significant Accounting Policies and Basis of Presentation

 

Nature of Operations and Business Organization

 

Wall Street Media Co, Inc. and Subsidiary (F/K/A Bright Mountain Holdings, Inc.) (the “Company”) was organized as Mycatalogsonline.com, Inc. in the state of Nevada on January 6, 2009. In April 2009, the Company changed its name to My Catalogs Online, Inc. In November 2012 the Company changed its name to Bright Mountain Holdings, Inc. and effected a 1 for 10 reverse stock split. In August, 2013 the Company changed its name to Wall Street Media Co, Inc.

 

The Company owns 100% of the outstanding common stock of Catalog Enterprises, Inc., which was formed in March 2009, for the purpose of acquiring and maintaining domain names for future use within the Company’s business model and for providing website development services for other companies.

 

Basis of Presentation

 

The interim unaudited condensed consolidated financial statements included herein have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of the Company’s management, all adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) necessary to present fairly the consolidated results of operations and cash flows for the three and six months ended March 31, 2015, and the financial position as of March 31, 2015, have been made. The results of operations for such interim periods are not necessarily indicative of the operating results to be expected for the full year.

 

Certain information and disclosures normally included in the notes to the annual consolidated financial statements have been condensed or omitted from these interim condensed consolidated financial statements. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Report on Form 10-K as filed with the Securities and Exchange Commission on December 24, 2014. The September 30, 2014 balance sheet is derived from those consolidated financial statements.

 

Principles of Consolidation

 

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Catalog Enterprises, Inc. All inter-company transactions and accounts have been eliminated in consolidation.

 

Use of Estimates

 

Our unaudited condensed consolidated financial statements are prepared in accordance with Accounting Principles Generally Accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of our unaudited condensed consolidated financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our unaudited condensed consolidated financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result.

 

F- 4
 

 

Wall Street Media Co, Inc. and Subsidiary

Notes to condensed consolidated financial statements

March 31, 2015

(Unaudited)

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents.

 

Revenue Recognition

 

In accordance with ASC 605-10, revenue is recognized when persuasive evidence of an arrangement exists, products are delivered to and accepted by the customer, economic risk of loss has passed to the customer, the price is fixed or determinable, collection is reasonably assured, and any future obligations of the Company are insignificant.

 

Income Taxes

 

The Company accounts for income taxes pursuant to the provisions of ASC 740-10 “Accounting for Income Taxes,” which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.

 

Upon inception, the Company adopted the provisions of ASC 740-10, Accounting for Uncertain Income Tax Positions . In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits. As of March 31, 2015, tax years 2014, 2013, 2012, 2011, and 2010 remain open for IRS audit. The Company has received no notice of audit from the Internal Revenue Service for any of the open tax years.

 

Basic and Diluted Net Loss per Common Share

 

Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding for the period and, if dilutive, potential common shares outstanding during the period. Potentially dilutive securities consist of the incremental common shares issuable upon exercise of common stock equivalents such as stock options and convertible debt instruments. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. There were no potentially dilutive securities outstanding as of March 31, 2015.

 

Recent Accounting Pronouncements

 

The Company does not believe these are any new accounting pronouncements that have been issued that might have a material impact on its financial statements.

 

F- 5
 

 

Wall Street Media Co, Inc. and Subsidiary

Notes to condensed consolidated financial statements

March 31, 2015

(Unaudited)

 

Note 2 – Going Concern

 

As reflected in the accompanying unaudited condensed consolidated financial statements for the six months ended March 31, 2015, the Company had net loss of $31,054 and cash used in operations of $40,581. At March 31, 2015, the Company had a working capital deficit of $46,134, a stockholders’ deficit of $46,134, and an accumulated deficit of $1,371,112. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The unaudited condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to implement its business plan and continue as a going concern. Management plans are to identify and merge or be acquired by another operating entity.

 

Note 3 Related Party Transactions

 

$12,400, or 28%, of the Company’s revenue during the six months ended March 31, 2014 was derived from a related party where the Chairman and CEO of the Company is the president (See Note 5).

 

In December 2014, the Company’s sole officer agreed to forgive $112,800 of deferred salary in exchange for 100,000 shares of common stock. $112,800 was recorded as additional paid in capital during the six months ended March 31, 2015.

 

Note 4 – Commitments and Contingencies

 

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of March 31, 2015 there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on our results of operations.

 

Note 5 – Concentration

 

The Company is currently producing revenue primarily from one revenue stream, website development services. Approximately 66%, 11% and 17% of total revenue for the six months ended March 31, 2015 was derived from three customers. One customer, a related party affiliate, accounted for 28% of the total revenue for the six months ended March 31, 2014. (See Note 3)

 

Note 6 – Note Payable

 

In November 2014 and January 2015, the Company received $20,000 and $20,000, respectively, from the issuance of notes payable that accrue interest at an annual rate of 4%, payable on demand. The balance of the notes totaled $40,000 as of March 31, 2015.

 

F- 6
 

   

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

 

FORWARD LOOKING STATEMENTS

 

There are statements in this Form 10-Q statement that are not historical facts. These “forward-looking statements” can be identified by use of terminology such as “believe”, “hope”, “may”, “anticipate”, “should”, “intend”, “plan”, “will”, “expect”, “estimate”, “project”, “positioned”, “strategy”, and similar expressions. Although management believes that the assumptions underlying the forward-looking statements included in this Report are reasonable, they do not guarantee our future performance, and are subject to certain risks, uncertainties and assumptions that are difficult to predict; therefore, actual results and outcomes may differ materially from what is expressed or forecasted in any such forward-looking statements.

 

OVERVIEW

 

Wall Street Media Co, Inc. (F/K/A Bright Mountain Holdings, Inc.) (the “Company” “we” “us” “our”) was organized as Mycatalogsonline.com, Inc. in the state of Nevada on January 6, 2009. In April 2009, the Company changed its name to My Catalogs Online, Inc. in November 2012 changed its name to Bright Mountain Holdings, Inc., and in August 2013 changed its name to Wall Street Media Co, Inc., and does business under that name.

 

The Company owns 100% of the outstanding common stock of Catalog Enterprises, Inc. which was formed in March 2009, for the purpose of acquiring and maintaining domain names for future use within the Company’s business model and for providing website development services for other companies.

 

CRITICAL ACCOUNTING ESTIMATES

 

In response to the SEC’s financial reporting release, FR-60, Cautionary Advice Regarding Disclosure About Critical Accounting Policies, the Company has selected its more subjective accounting estimation processes for purposes of explaining the methodology used in calculating the estimate, in addition to the inherent uncertainties pertaining to the estimate and the possible effects on the Company’s financial condition. These accounting estimates are discussed below. These estimates involve certain assumptions that if incorrect could create a material adverse impact on the Company’s results of operations and financial condition.

 

Revenue Recognition

 

Revenue is recognized when persuasive evidence of an arrangement exists, products are delivered to and accepted by the customer, economic risk of loss has passed to the customer, the price is fixed or determinable, collection is reasonably assured, and any future obligations of the Company are insignificant.

 

Revenue is derived from the primary streams of website development services further defined below:

 

Website Development Services : As the Company continues to develop its core business, the company leverages its expertise and team of design and development resources, to build and optimize websites for other Companies, generating additional revenues. This model is currently in use by the Company. Revenue is recognized when services are rendered.

 

RESULTS OF OPERATIONS

 

FOR THE THREE MONTHS ENDED MARCH 31, 2015 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2014

 

Revenue: The Company’s revenues decreased approximately 18% from $18,850 during the three months ended March 31, 2014 as compared to $15,450 for the three months ended March 31, 2015 due to a decrease in services provided for website development.

 

3
 

  

Operating Expenses: The Company’s operating expenses decreased approximately 7% from $43,205 during the three months ended March 31, 2014 to $40,369 for the three months ended March 31, 2015 primarily due to a decrease in programming and development fees and salary expense.

 

Net loss from operations : The Company’s net loss from operations increased approximately 2% from $24,355 during the three months ended March 31, 2014 to net loss of $24,919 for the three months ended March 31, 2015. The primary reason for this was due to a decrease in services provided for website development.

 

FOR THE SIX MONTHS ENDED MARCH 31, 2015 COMPARED TO THE SIX MONTHS ENDED MARCH 31, 2014

 

Revenue: The Company’s revenues decreased approximately 48% from $44,200 during the six months ended March 31, 2014 to $23,030 for the six months ended March 31, 2015 due to a decrease in website development services provided.

 

Operating Expenses: The Company’s operating expenses decreased approximately 39% from $87,725 during the six months ended March 31, 2014 to $53,664 for the six months ended March 31, 2015 primarily due to a decrease in salaries, of which $42,000 were deferred.

 

Net loss from operations : The Company’s net loss from operations decreased approximately 30% from $43,525 during the six months ended March 31, 2014 to $30,634 for the six months ended March 31, 2015. The primary reason for this was due a decrease in programming and development fees and salary expense.

 

LIQUIDITY AND CAPITAL RESOURCES

 

Net cash used in operating activities was $40,581 for the six months ended March 31, 2015 as compared to $13,050 of net cash used in operating activities for the six months ended March 31, 2014. The increase was primarily due to payment of accounts payable and accrued expenses for the period.

 

Net cash provided by financing activities for the six months ended March 31, 2015 was $40,000 from a third party loan.

 

As of May 1, 2015, the Company had approximately $1,000 in cash. The Company has incurred losses from operations, and such losses are expected to continue. The Company’s auditors have included a “Going Concern Qualification” in their report for the year ended September 30, 2014. In addition, the Company has a working capital deficit with minimal revenues as of March 31, 2015. The foregoing raises substantial doubt about the Company’s ability to continue as a going concern. The Company is actively seeking to combine or merge with another operating company. There can be no assurance that the level of funding needed will be acquired or that the Company will generate sufficient revenues to sustain operations for the next twelve months. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The “Going Concern Qualification” might make it substantially more difficult to raise capital.

 

RELATED PERSON TRANSACTIONS

 

For information on related party transactions and their financial impact, see Note 3 to the unaudited condensed consolidated financial statements.

 

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

 

For information on recently issued accounting pronouncements, see Note 1 to the unaudited condensed consolidated financial statements if applicable.

 

4
 

  

OFF-BALANCE SHEET ARRANGEMENTS

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources, that is material to investors.

 

Item 3. Quantitative and Qualitative Disclosure About Market Risk.

 

Not applicable to smaller reporting companies.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures : An evaluation was conducted by the registrant’s president of the effectiveness of the design and operation of the registrant’s disclosure controls and procedures as of March 31, 2015. Based on that evaluation, the president concluded that the registrant’s controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that the registrant files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. If the registrant develops new business or engages or hires a chief financial officer or similar financial expert, the registrant intends to review its disclosure controls and procedures.

 

Management is aware that there is a lack of segregation of duties due to the small number of employees dealing with general administrative and financial matters. However, at this time management has decided that considering the abilities of the employees now involved and the control procedures in place, the risk associated with such lack of segregation is low and the potential benefits of adding employees to clearly segregate duties do not justify the substantial expenses associated with such increases. Management may reevaluate this situation as circumstances dictate.

 

Changes in Internal Control Over Financial Reporting: There was no change in the registrant’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a–15 or Rule 15d–15 under the Securities Exchange Act of 1934 that occurred during the registrant’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

5
 

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

None

 

Item 1A. Risk Factors.

 

Not applicable to smaller reporting companies.

 

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

 

None

 

Item 3. Defaults upon Senior Securities.

 

None

 

Item 4. Mine Safety Disclosure.

 

Not Applicable

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits.

 

(a) Exhibits

 

EXHIBIT NO.   DESCRIPTION
31.1   Section 302 Certification of Chief Executive Officer *
31.2   Section 302 Certification of Chief Financial Officer *
32.1   Section 906 Certification *
32.2   Section 906 Certification*
     
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**

 

* Filed herewith.

** In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 in this Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed”.

 

6
 

 

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.
     
Date: May 1, 2015 By: /s/ Jerrold D. Burden
    Jerrold D. Burden
    CEO (Principal Executive Officer), President

 

7
 

 

 

 

EXHIBIT 31.1

 

CERTIFICATION

 

I, Jerrold D. Burden, certify that:

 

1. I have reviewed this report on Form 10-Q of Wall Street Media Co, Inc.;
   
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 report;
   
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 registrant as of, and for, the periods presented in this report;
   
4. The registrant’s other certifying officer(s) and I are 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(f) and 15d-15(f)) for the registrant and have:

 

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us 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 our 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 registrant’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; and
     
  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (of persons 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 registrant’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 small business issuer’s internal control over financial reporting.

 

Date: May 1, 2015

 

  By: /s/ Jerrold D. Burden
    Jerrold D. Burden
    CEO (Principal Executive Officer), President

 

 
 

 

 

EXHIBIT 31.2

 

CERTIFICATION

 

I, Jerrold D. Burden, certify that:

 

1. I have reviewed this report on Form 10-Q of Wall Street Media Co, Inc.;
   
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 report;
   
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 registrant as of, and for, the periods presented in this report;
   
4. The registrant’s other certifying officer(s) and I are 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(f) and 15d-15(f)) for the registrant and have:

 

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us 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 our 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 registrant’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; and
     
  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (of persons 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 registrant’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 small business issuer’s internal control over financial reporting.

 

Date: May 1, 2015

 

  By: /s/ Jerrold D. Burden
    Jerrold D. Burden
    Chairman of the Board, CFO
    (Principal Financial and Principal Accounting Officer),
    Secretary, Treasurer and Director

 

 
 

 

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Wall Street Media Co, Inc. (the “Company”) on Form 10-Q for the Quarterly period ended March 31, 2015 (the “Report”) I, Jerrold D. Burden, Chief Executive Officer of the Company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

 

  (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 fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: May 1, 2015

 

  By: /s/ Jerrold D. Burden
    Jerrold D. Burden
    CEO (Principal Executive Officer), President

 

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

 

 
 

 

 

EXHIBIT 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Wall Street Media Co, Inc. (the “Company”) on Form 10-Q for the Quarterly period ended March 31, 2015 (the “Report”) I, Jerrold D. Burden, Chief Financial Officer (Principal Financial/Accounting Officer) of the Company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

 

  (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 fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: May 1, 2015

 

  By: /s/ Jerrold D. Burden
    Jerrold D. Burden
    Chairman of the Board, CFO
    (Principal Financial and Principal Accounting Officer),
    Secretary, Treasurer and Director

 

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.