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, 2017 |
| [ ] | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
| For the transition period from _________ to _________ |
COMMISSION FILE NUMBER 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) |
110 Front Street
Suite 300
Jupiter, FL 33477
(Address of principal executive offices, including zip code)
(561)708-6095
(Registrant's telephone number, including area code)
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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and "emerging growth company" in Rule- 12b-2 of the Exchange Act. -(Check one):
| Large accelerated filer | [ ] | Accelerated filer | [ ] |
| Non-accelerated filer | [ ] | Smaller reporting company | [X] |
| Do not check if a smaller reporting company | |||
| Emerging growth company | [ ] | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act [ ]
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 August 10, 2017 | |||
| Common stock, $0.001 par value | 26,922,007 | |||
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
WALL STREET MEDIA CO, INC.
The accompanying notes are an integral part of these condensed financial statements.
| 1 |
WALL STREET MEDIA CO, INC.
Condensed Statements of Operations
(Unaudited)
| For the Three Months Ended June 30, | For the Nine Months Ended June 30, | |||||||||||||||
| 2017 | 2016 | 2017 | 2016 | |||||||||||||
| Revenues: | ||||||||||||||||
| Contracted services-related party | $ | 9,000 | $ | 2,500 | $ | 48,000 | $ | 27,700 | ||||||||
| Total Revenues | 9,000 | 2,500 | 48,000 | 27,700 | ||||||||||||
| Operating Expenses: | ||||||||||||||||
| Internet and hosting services | - | - | 550 | - | ||||||||||||
| Programming and development | - | - | - | 1,166 | ||||||||||||
| Domain names | - | - | - | 18 | ||||||||||||
| Office and administrative | 2,069 | 2,264 | 7,594 | 7,510 | ||||||||||||
| Professional fees | 13,121 | 18,684 | 55,994 | 72,493 | ||||||||||||
| Salaries | - | - | - | 2,000 | ||||||||||||
| Total Operating Expenses | 15,190 | 20,948 | 64,138 | 83,187 | ||||||||||||
| Loss From Operations | (6,190 | ) | (18,448 | ) | (16,138 | ) | (55,487 | ) | ||||||||
| Other Income (Expense) | ||||||||||||||||
| Other income | - | 13,333 | 20,000 | 20,000 | ||||||||||||
| Interest income | - | - | - | 125 | ||||||||||||
| Interest expense | (951 | ) | (946 | ) | (2,847 | ) | (2,340 | ) | ||||||||
| Total Other (Expense) Income, net | (951 | ) | 12,387 | 18,104 | 17,785 | |||||||||||
| Net (loss) income | $ | (7,141 | ) | $ | (6,061 | ) | $ | 1,015 | $ | (37,702 | ) | |||||
| Net income (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 | 26,922,007 | 26,922,007 | 26,922,007 | ||||||||||||
The accompanying notes are an integral part of these condensed financial statements
| 2 |
WALL STREET MEDIA CO, INC.
Condensed Statements of Cash Flows
(Unaudited)
| For the Nine | For the Nine | |||||||
| Months Ended | Months Ended | |||||||
| June 30, 2017 | June 30, 2016 | |||||||
| Cash flows from Operating Activities: | ||||||||
| Net income (loss) | $ | 1,015 | $ | (37,702 | ) | |||
| Adjustments to reconcile net income(loss) to net cash provided by (used in) operating activities: | ||||||||
| Amortization of deferred income | - | (20,000 | ) | |||||
| Changes in operating assets and liabilities: | ||||||||
| Increase in deposit | (578 | ) | - | |||||
| Increase in accrued interest payable | 2,847 | - | ||||||
| (Decrease) increase in accounts payable and accrued expenses | (8,730 | ) | 8,853 | |||||
| Net cash used in operating activities | (5,446 | ) | (48,849 | ) | ||||
| Cash flows from Financing Activities: | ||||||||
| Proceeds from non-refundable fee for letter of intent | - | 20,000 | ||||||
| Proceeds from notes payable | 6,000 | 29,890 | ||||||
| Net cash provided by financing activities | 6,000 | 49,890 | ||||||
| Increase in cash during the period | 554 | 1,041 | ||||||
| Cash, beginning of the period | 422 | 857 | ||||||
| Cash, end of the period | $ | 976 | $ | 1,898 | ||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||||||
| Interest paid in cash | $ | 8,730 | $ | - | ||||
| Taxes paid in cash | - | - | ||||||
The accompanying notes are an integral part of these condensed financial statements.
| 3 |
Wall Street Media Co, Inc.
Notes to Condensed Unaudited Financial Statements
June 30, 2017
Note 1 - Nature of Operations and Summary of Significant Accounting Policies
Nature of Operations
Wall Street Media Co, Inc. (the “Company” or "Wall Street Media") was organized as Mycatalogsonline.com, Inc. in the state of Nevada on January 26, 2009. In April 2009, the Company changed its name to My Catalogs Online, Inc. In August, 2013 the Company changed its name to Wall Street Media Co, Inc.
The Company has significant experience in providing consulting and management services to entities looking to merge with or acquire or otherwise consult with third party entities. These services are currently provided to Landmark-Pegasus, Inc., a related party ("Landmark-Pegasus"). Landmark-Pegasus is owned by John Moroney, the Company's majority shareholder. The Company was previously involved in providing services to the internet sector and maintaining a catalog of domain names.
Basis of Presentation
The interim unaudited condensed 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 results of operations and cash flows for the nine months ended June 30, 2017, and the financial position as of June 30, 2017, 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 financial statements have been condensed or omitted from these interim condensed financial statements. Accordingly, these interim condensed financial statements should be read in conjunction with the Audited Financial Statements and Notes thereto included in our Report on Form 10-K as filed with the SECon December 12, 2016. The June 30, 2017 balance sheet is derived from those financial statements.
Use of Estimates
The financial statements are prepared in accordance with Accounting Principles Generally Accepted in the United States (“GAAP”). These accounting principles require the Company to make certain estimates, judgments and assumptions. The Company believes that the estimates, judgments and assumptions upon which it relies are reasonable based upon information available 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 the financial statements as well as the reported amounts of revenues and expenses during the periods presented. The 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. Significant estimates include the valuation allowance on deferred tax assets.
Cash and Cash Equivalents
The Company considers financial instruments with original maturities of three months or less to be cash equivalents.
| 4 |
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. These criteria are generally met during the period when the development or consulting services are provided or completed.
Basic and Diluted Net Income per Common Share
Basic net income per share is computed by dividing the net income by the weighted average number of common shares outstanding during the period. Diluted net income per common share is computed by dividing the net income 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, 2017.
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 consolidated financial statements.
Note 2 - Going Concern
As reflected in the accompanying financial statements for the quarters ended June 30, 2017 and 2016, the Company reported net losses of $7,141 and $6,061, respectively, and cash used in operating activities of $5,446 and $48,849 for the three months ended June 30, 2017 and 2016, respectively. In addition, the Company has a working capital deficit of $102,620 at June 30, 2017. Lastly, 100% of the Company's revenue is generated from a related party. The foregoing raises substantial doubt about the Company's ability to continue as a going concern. The 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. In addition, the Company is actively seeking investor funding.
Note 3 – Related Party Transactions
$48,000, or 100 %, of the Company’s revenue during the nine months ended June 30, 2017 was derived from a related party In addition, November 2014, January 2015, April 2015 and August 2015 the Company received $20,000, $20,000, $10,000 and $10,000, respectively, from the issuance of notes payable that accrue interest at an annual rate of 4%, and are payable on demand. During the fiscal year ended September 30, 2016, the Company received an additional $28,890, increasing the balance of the notes to $93,790 as of September 30, 2016, including the assumption of the stockholder's note mentioned below. In May, 2017, the Company received an additional $6,000. As of June 30, 2017, the current balance of the loan is $99,790.
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, 2017, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on our results of operations.
Note 5 – Concentrations
During the first nine months of the 2017 fiscal year, 100% of the Company’s revenue was from a related party.
| 5 |
Note 6 – Notes Payable-Related Party
In November 2014, January 2015, April 2015 and August 2015 the Company received $20,000, $20,000, $10,000 and $10,000 respectively, from the issuance of notes payable that accrue interest at an annual rate of 4%, and are payable on demand. During the fiscal year ended September 30, 2016 the Company received an additional $28,890 increasing the balance on the notes to $93,790 as of September 30, 2016 including the assumption of the stockholder’s note mentioned below. In May 2017 the Company received an additional $6,000. As of June 30, 2017 the current balance of the loan is $99,790.
| 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. (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. Iin November 2012, the Company changed its name to Bright Mountain Holdings, Inc., and in August 2013 changed its name to Wall Street Media Co, Inc.
The Company has significant experience in providing consulting and management services to entities looking to merge with or acquire or otherwise consult with third party entities. These services are currently provided to Landmark-Pegasus, Inc., a related party (“Landmark-Pegasus”). Landmark-Pegasus is owned by John Moroney, the Company’s majority shareholder. The Company was previously involved in providing services to the internet sector and maintaining a catalog of domain names.
CRITICAL ACCOUNTING POLICIES
In response to the Securities and Exchange Commission’s (the “SEC”) 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.
The Company provides consulting and management services. 100% of these services were provided to a related party.
RESULTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 2017 COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2016
Revenue: The Company’s revenues increased approximately 260% to $9,000 during the three months ended June 30, 2017 as compared to $2,500 for the three months ended June 30, 2016 due to an increase in consulting services provided to a related party.
Operating Expenses: The Company’s operating expenses decreased approximately 27% to $15,190 during the three months ended June 30, 2017 compared to $20,948 for the three months ended June 30, 2016 primarily due to a decrease in professional fees.
Net loss from operations : The Company’s net loss from operations decreased approximately 97% to $6,190 during the three months ended June 30, 2017 from a net loss from operations of $18,448 for the three months ended June 30, 2016. The primary reason for this was due to an increase in consulting services provided to a related party.
| 7 |
FOR THE NINE MONTHS ENDED JUNE 30, 2017 COMPARED TO THE NINE MONTHS ENDED JUNE 30, 2016
Revenue: The Company’s revenues increased approximately 73% to $48,000 during the nine months ended June 30, 2017 as compared to $27,700 for the nine months ended June 30, 2016 due to an increase in consulting services provided to a related party.
Operating Expenses: The Company’s operating expenses decreased approximately 23% to $64,138 during the nine months ended June 30, 2017 as compared to $83,187 for the nine months ended June 30, 2016 primarily due to a decrease in professional fees.
Net loss from operations : The Company’s net loss from operations decreased approximately 71% to $16,138 during the nine months ended June 30, 2017 from $55,487 for the nine months ended June 30, 2016. This was due a decrease in professional fees and an increase in consulting services provided to a related party.
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operating activities was $5,446 for the nine months ended June 30, 2017 as compared to $48,849 for the nine months ended June 30, 2016. The increase was primarily due to the increase in consulting service income and a decrease in professional fees expense.
As of June 30, 2017, 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, 2016. In addition, the Company has a working capital deficit with minimal revenues as of June 30, 2017. 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 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
100% of the Company’s revenues for the quarters ended June 30, 2017 and 2016 were generated by affiliates of the Company’s principal shareholder.
In November 2014, January 2015, April 2015 and August 2015 the Company received $20,000, $20,000, $10,000 and $10,000 respectively, from the issuance of notes payable that accrue interest at an annual rate of 4%, and are payable on demand. During the fiscal year ended September 30, 2016 the Company received an additional $28,890 increasing the balance on the notes to $93,790 as of September 30, 2016 including the assumption of the stockholder’s note mentioned below. In May 2017 the Company received an additional $6,000. As of June 30, 2017 the current balance of the loan is $99,790
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
For information on recently issued accounting pronouncements, see Note 1 to the unaudited condensed consolidated financial statements..
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.
| 8 |
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 principal executive officer and principal financial officer of the effectiveness of the design and operation of the registrant’s disclosure controls and procedures as of June 30, 2017. Based on that evaluation, the principal executive officer and principal financial officer 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, as amended (a) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (b) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. 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.
| 9 |
None
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 Disclosures
Not Applicable
None.
(a) Exhibits
|
EXHIBIT
NO. |
DESCRIPTION | |
| 31.1 | Section 302 Certification of Principal Executive Officer and Principal Financial Officer | |
| 32.1 | Section 906 Certification |
| 10 |
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 10, 2017 | By: | /s/ Jeffrey A. Lubchansky |
| Jeffrey A. Lubchansky | ||
|
President
and Chief Executive Officer
(principal executive officer and principal financial officer) |
||
| 11 |
EXHIBIT 31.1
CERTIFICATIONS
I, Jeffrey A. Lubchansky, certify that:
1. I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2017 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 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; and
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 (or 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 10, 2017 | By: | /s/ Jeffrey A. Lubchansky |
| Jeffrey A. Lubchansky | ||
| Chief Executive Officer and President (principal executive officer and principal financial officer) |
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, 2017 (the “Report”) I, Jeffrey A. Lubchansky, Chief Executive Officer and President 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 10, 2017 | By: | /s/ Jeffrey A. Lubchansky |
| Jeffrey A. Lubchansky | ||
|
Chief
Executive Officer and President (principal
executive officer and principal financial officer) |
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.