UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
   
  For the quarterly period ended June 30, 2015
   
[  ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
   
  For the transition period from _________ to _________

 

C OMMISSION F ILE N UMBER 333-163439

 

WALL STREET MEDIA CO, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   26-4170100

(State or other jurisdiction of

incorporation or organization)

 

(IRS employer

identification number)

 

40 Wall Street

28 th Floor

New York, N. Y.

  (877) 222-0205   10005
(Address of Principal Executive Offices)   (Registrant’s telephone number,
including area code)
  (Zip Code)

   

Copies to:

Laura Anthony, Esq.

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 [X] 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 July 31, 2015
Common stock, $0.001 par value   26,922,007

  

 

 

 
 

  

TABLE OF CONTENTS

 

  Page
Part I. Financial Information  
   
Item 1. Financial Statements F-1
   
(a) Condensed Consolidated Balance Sheets at June 30, 2015 (unaudited) and September 30, 2014 F-1
   
(b) Condensed Consolidated Statements of Operations for the Three and Nine Months Ended June 30, 2015 and 2014 (unaudited) F-2
   
(c) Condensed Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 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 Disclosures 6
   
Item 5. Other Information 6
   
Item 6. Exhibits 6
   
Signatures 7

 

2
 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

WALL STREET MEDIA CO, INC. AND SUBSIDIARY

Condensed Consolidated Balance Sheets

 

    June 30, 2015     September 30, 2014  
    (Unaudited)        
ASSETS                
Current Assets                
Cash   $ 1,220     $ 1,332  
Total current assets     1,220       1,332  
                 
Total Assets   $ 1,220     $ 1,332  
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT                
                 
Current Liabilities                
Accounts payable and accrued expenses   $ 890     $ 16,412  
Notes payable - related parties     50,000       -  
Deferred compensation     -       112,800  
Total current liabilities     50,890       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 June 30, 2015 and September 30, 2014, respectively     26,922       26,822  
Additional paid-in capital     1,298,056       1,185,356  
Accumulated deficit     (1,374,648 )     (1,340,058 )
Total stockholders’ deficit     (49,670 )     (127,880 )
                 
Total Liabilities and Stockholders’ Deficit   $ 1,220     $ 1,332  

 

The accompanying notes are an integral part of these unaudited 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 nine months ended  
      June 30, 2015       June 30, 2014       June 30, 2015       June 30, 2014    
                         
Revenue:                                
Website development services   $ 15,200     $ 9,000     $ 38,230     $ 40,800  
Website development services - related parties     1,000       650       1,000       13,050  
Total Revenue     16,200       9,650       39,230       53,850  
                                 
Operating Expenses:                                
Internet & hosting services     240       274       1,223       1,472  
Programming & development     2,199       6,603       6,066       22,277  
Advertising & marketing     -       -       -       1,450  
Domain names     147       312       1,082       1,301  
Office and administrative     2,521       3,791       7,859       12,331  
Professional fees     4,089       4,100       29,700       15,759  
Salaries     10,000       24,000       27,000       72,000  
Rent     -       -       -       214  
Total Operating Expenses     19,196       39,080       72,930       126,804  
                                 
Loss From Operations     (2,996 )     (29,430 )     (33,700 )     (72,954 )
                                 
Other Expense                                
Interest expense     470       -       890       -  
                                 
Net loss   $ (3,466 )   $ (29,430 )   $ (34,590 )   $ (72,954 )
                                 
Net loss per share - basic and diluted   $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.00 )
                                 
Weighted average number of common shares - Basic and Diluted     26,922,007       26,822,007       26,893,069       26,822,007  

   

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

 

F- 2
 

 

 WALL STREET MEDIA CO, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Cash Flows

(Unaudited)

  

    For the nine     For the nine  
    months ended     months ended  
    June 30, 2015     June 30, 2014  
Cash flows from Operating Activities:                
Net loss   $ (34,590 )   $ (72,954 )
Adjustments to reconcile net loss to net cash used in operating activities:
               
                 
Deferred compensation     -       64,800  
Changes in operating assets and liabilities:                
(Decrease) in accrued expenses     (15,522 )     (10,831 )
Net cash used in operating activities     (50,112 )     (18,985 )
                 
Cash flows from Financing Activities:                
Proceeds from issuance of notes payable-related parties     50,000       -  
Proceeds from loan payable related parties     -       8,000  
Proceeds from loans payable stockholders     -       11,500  
Net cash provided by financing activities     50,000       19,500  
                 
Increase (decrease) in cash during the period     (112 )     515  
                 
Cash, beginning of the period     1,332       1,833  
                 
Cash, end of the period   $ 1,220     $ 2,348  
                 
SUPPLEMENTAL CASH FLOW INFORMATION:                
                 
Cash paid for interest   $ -     $ -  
Cash paid for income taxes   $ -     $ -  
                 
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
               
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 unaudited condensed consolidated financial statements.

 

F- 3
 

 

Wall Street Media Co, Inc. and Subsidiary

Notes to condensed consolidated financial statements

June 30, 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. (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 nine months ended June 30, 2015, and the financial position as of June 30, 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

 

These 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

June 30, 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 June 30, 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 June 30, 2015.

 

Recent Accounting Pronouncements

 

The Company does not believe there 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

June 30, 2015

(Unaudited)

 

Note 2 – Going Concern

 

As reflected in the accompanying unaudited condensed consolidated financial statements for the nine months ended June 30, 2015, the Company had net loss of $34,590 and cash used in operations of $50,112. At June 30, 2015, the Company had a working capital deficit of $49,670, a stockholders’ deficit of $49,670, and an accumulated deficit of $1,374,648. 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

 

During the nine months ended June 30, 2014, $13,050, or 24% of the Company’s revenue was derived from a company whose President is also an officer of the Company (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, which was recorded as additional paid in capital during the nine months ended June 30, 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 June 30, 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 76% of total revenue for the nine months ended June 30, 2015 was derived from two customers. During the three months ended June 30, 2015, approximately 93% of the Company’s revenue was from one customer. One customer, a related party affiliate, accounted for 24% of the total revenue for the nine months ended June 30, 2014. (See Note 3)

 

Note 6 – Notes Payable- related parties

 

In November 2014, January 2015, and April 2015 the Company received $20,000, $20,000 and $10,000 respectively, from the issuance of notes payable that accrue interest at an annual rate of 4%, and are payable on demand. The balance of the notes totaled $50,000 as of June 30, 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 quarterly report on Form 10-Q 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 Quarterly 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 primarily from 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. This model is currently in use by the Company. Revenue is recognized when services are rendered.

 

RESULTS OF OPERATIONS

 

FOR THE THREE MONTHS ENDED JUNE 30, 2015 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2014

 

Revenue: The Company’s revenues increased approximately 68% from $9,650 during the three months ended June 30, 2014 as compared to $16,200 for the three months ended June 30, 2015 due to an increase in services provided for website development.

 

Operating Expenses: The Company’s operating expenses decreased approximately 51% from $39,080 during the three months ended June 30, 2014 to $19,196 for the three months ended June 30, 2015 primarily due to a decrease in programming and development fees and salary expense.

 

3
 

 

Net loss from operations : The Company’s net loss from operations decreased approximately 90% from $29,430 during the three months ended June 30, 2014 to net loss of $2,996 for the three months ended June 30, 2015. The primary reason for this was due to an increase in services provided for website development and a decrease in salaries expense.

 

FOR THE NINE MONTHS ENDED JUNE 30, 2015 COMPARED TO THE NINE MONTHS ENDED JUNE 30, 2014

 

Revenue: The Company’s revenues decreased approximately 27% from $53,850 during the nine months ended June 30, 2014 to $39,230 for the nine months ended June 30, 2015 due to a decrease in website development services provided.

 

Operating Expenses: The Company’s operating expenses decreased approximately 42% from $126,804 during the nine months ended June 30, 2014 to $72,930 for the nine months ended June 30, 2015 primarily due to a decrease in salaries expense.

 

Net loss from operations : The Company’s net loss from operations decreased approximately 30% from $72,954 during the nine months ended June 30, 2014 to $33,700 for the nine months ended June 30, 2015. The primary reason for this was due to a decrease in programming and development fees and salary expense.

 

LIQUIDITY AND CAPITAL RESOURCES

 

Net cash used in operating activities was $50,112 for the nine months ended June 30, 2015 as compared to $18,985 of net cash used in operating activities for the nine months ended June 30, 2014. The increase was primarily due to the decrease in programming and development fees and salary expense for the period.

 

Net cash provided by financing activities for the nine months ended June 30, 2015 was $50,000, which represents notes payable to related parties.

 

As of July 24, 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 June 30, 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 June 30, 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.

 

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

 

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: August 4, 2015 By: /s/ Jerrold D. Burden
    Jerrold D. Burden
    CEO (Principal Executive Officer and Principal Financial Officer), President

 

7
 

 

EXHIBIT 31.1

 

CERTIFICATION

 

I, Jerrold D. Burden, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2015 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 registrant’s internal control over financial reporting.

 

Date: August 4, 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 quarterly report on Form 10-Q for the quarter ended June 30, 2015 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 registrant’s internal control over financial reporting.

 

Date: August 4, 2015

 

  By: /s/ Jerrold D. Burden
    Jerrold D. Burden
    CFO
    (Principal Financial and Principal Accounting Officer),
    Secretary and Treasurer

 

 
 

 

 

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 June 30, 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: August 4, 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 June 30, 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: August 4, 2015

 

  By: /s/ Jerrold D. Burden
    Jerrold D. Burden
    CFO
    (Principal Financial and Principal Accounting Officer),
    Secretary and Treasurer

 

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.