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 December 31, 2016 | |
| [ ] | 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 | (IRS employer | |
| incorporation or organization) | identification number) |
110 Front Street
Suite 300
Jupiter, FL 33477
(561)708-6095
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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 [ ] No [X]
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 February 13, 2017 | |
| Common stock, $0.001 par value | 26,922,007 |
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
WALL STREET MEDIA CO, INC.
| December 31, 2016 | September 30, 2016 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | 21,540 | $ | 422 | ||||
| Total current assets | 21,540 | 422 | ||||||
| Total Assets | $ | 21,540 | $ | 422 | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued expenses | $ | 19,091 | $ | 8,730 | ||||
| Accrued interest payable | 1,917 | 959 | ||||||
| Notes payable-related parties | 93,790 | 93,790 | ||||||
| Total current liabilities | 114,798 | 103,479 | ||||||
| Total Liabilities | 114,798 | 103,479 | ||||||
| Commitments and Contingencies | ||||||||
| Stockholders’ Deficit | ||||||||
| Preferred stock, $0.001 par value; 5,000,000 authorized; none issued or outstanding | - | - | ||||||
| Common stock, $0.001 par value; 195,000,000 shares authorized; 26,922,007 issued and outstanding at December 31, 2016 and September 30, 2016 | 26,922 | 26,922 | ||||||
| Additional paid-in capital | 1,298,056 | 1,298,056 | ||||||
| Accumulated deficit | (1,418,236 | ) | (1,428,035 | ) | ||||
| Total stockholders’ deficit | (93,258 | ) | (103,057 | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | 21,540 | $ | 422 | ||||
The accompanying notes are an integral part of these condensed financial statements.
| F-1 |
WALL STREET MEDIA CO, INC.
Condensed Statements of Operations
(Unaudited)
| For the three | For the three | |||||||
| months ended | months ended | |||||||
| December 31, 2016 | December 31, 2015 | |||||||
| Revenues: | ||||||||
| Website development services (Includes related party revenue of $22,000 and $20,200, respectively) | $ | 22,000 | $ | 20,200 | ||||
| Total Revenues | 22,000 | 20,200 | ||||||
| Operating Expenses: | ||||||||
| Internet and hosting services | - | 619 | ||||||
| Programming and development | - | 546 | ||||||
| Domain names | - | 19 | ||||||
| Office and administrative | 3,768 | 3,504 | ||||||
| Professional fees | 27,474 | 25,601 | ||||||
| Salaries | - | 2,000 | ||||||
| Total Operating Expenses | 31,242 | 32,289 | ||||||
| Loss From Operations | (9,242 | ) | (12,089 | ) | ||||
| Other Income/(Expense): | ||||||||
| Other Income | 20,000 | - | ||||||
| Interest income | - | 191 | ||||||
| Interest expense | (959 | ) | (600 | ) | ||||
| Total Other Income (Expense) | 19,041 | (409 | ) | |||||
| Net income (loss) | 9,799 | (12,498 | ) | |||||
| Net income (loss) per share - basic and diluted | $ | 0.00 | $ | (0.00 | ) | |||
| Weighted average number of common shares - Basic and Diluted | 26,922,007 | 26,922,007 | ||||||
The accompanying notes are an integral part of these condensed financial statements.
| F-2 |
WALL STREET MEDIC CO, INC.
Condensed Statements of Cash Flows
(Unaudited)
| For the three | For the three | |||||||
| months ended | months ended | |||||||
| December 31, 2016 | December 31, 2015 | |||||||
| Cash flows from Operating Activities: | ||||||||
| Net income (loss) | $ | 9,799 | $ | (12,498 | ) | |||
| Adjustments to reconcile net income(loss) to net cash provided by operating activities: | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Increase in accounts payable and accrued expenses | 11,319 | 13,147 | ||||||
| Net cash provided by operating activities | 21,118 | 649 | ||||||
| Increase in cash during the period | 21,118 | 649 | ||||||
| Cash, beginning of the period | 422 | 857 | ||||||
| Cash, end of the period | $ | 21,540 | $ | 1,506 | ||||
The accompanying notes are an integral part of these condensed financial statements.
| F-3 |
Wall Street Media Co, Inc.
Notes to Condensed Financial Statements
December 31, 2016
Note 1 - Nature of Operations and Summary of Significant Accounting Policies
Nature of Operations
Wall Street Media Co, Inc. (the “Company”) 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.
Wall Street Media is situated within the consulting services sector, and looks to expand its services to companies of the utmost quality. Wall Street Media chooses to implement its efforts within the consulting sector because of the need for quality evaluation of the growing start-up marketplace. The Company now has the means to detect and attain the best companies with the most beneficial services to be provided.
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 three months ended December 31, 2016, and the financial position as of December 31, 2016, 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 financial statements. Accordingly, these interim condensed consolidated 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 Securities and Exchange Commission on December 12, 2016. The December 31, 2016 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 of equity based transactions and related services, and 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.
| F-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 December 31, 2016.
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 December 31, 2016 and 2015, the Company reported net income of $ 9,799 and a net loss of $12,498, respectively, and provided cash for operating activities of $21,118 and $649 in 2016 and 2015, respectively. In addition, the Company has a working capital deficit of $93,258 at December 31, 2016. 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
$22,000, or 100 %, of the Company’s revenue during the quarter ended December 31, 2016 was derived from related parties. 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 ending September 30, 2016 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. Current balance of loan is $93,790.
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 December 31, 2016, 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 quarter of the 2017 fiscal year, 100% of the Company’s revenue was from related parties.
| F-5 |
Note 6 – Notes Payable- related parties
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 ending September 30, 2016 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. Current balance of loan is $93,790
During the year ended September 30, 2015, a stockholder and former officer advanced $3,800 to the Company for working capital purposes. The advance was assigned to Landmark-Pegasus (a related party) by the stockholder and former officer in payment of an amount due to Landmark-Pegasus (a related party).
| 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 the Company 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.
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 DECEMBER 31, 2016 COMPARED TO THE THREE MONTHS ENDED DECEMBER 31, 2015
Revenue: The Company’s revenues increased approximately 9% from $20,200 during the three months ended December 31, 2015 as compared to $22,000 for the three months ended December 31, 2016 due to an increase in services provided for consulting to a related party.
Operating Expenses: The Company’s operating expenses decreased approximately 6% from $32,289 during the three months ended December 31, 2015 to $31,242 for the three months ended December 31, 2016 primarily due to a decrease in programming and development fees and salary expense.
| 7 |
Net loss from operations: The Company’s net loss from operations decreased approximately 90% from $12,089 during the three months ended December 31, 2015 to net loss of $9,242 for the three months ended December 31, 2016. The primary reason for this was due to an increase in consulting services provided for a related party.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities was $21,118 for the three months ended December 31, 2016 as compared to $649 of net cash provided by operating activities for the three months ended December 31, 2015. The increase was primarily due to the decrease in programming and development fees and salary expense for the period.
As of December 31, 2016, the Company had approximately $22,000 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 December 31, 2016. 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 December 31, 2016 and 2015 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 ending September 30, 2016 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. Current balance of loan is $93,790.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
For information on recently issued accounting pronouncements, see Note 1 to the unaudited condensed consolidated financial statements if applicable.
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.
| 8 |
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 December 31, 2016. 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.
| 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 Chief Executive 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: February 13, 2017 | By: | /s/ |
| CEO (Principal Executive Officer), President | ||
| 11 |