UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

                         FORMForm 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 June 30, 2017March 31, 2021

 

               OR

[ ] TRANSITION REPORT PURSUANT TOUNDER SECTION 13 OR 15(d) 

OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ______________ to ______________

 

Commission file number   000-55755 File Number: 000-53809

 

WALL STREET ACQUISITIONS CORP

 (Exact name of registrant as specified in its charter)

 

Delaware30-0965482
(State or other jurisdiction of(I.R.S. Employer
incorporation or organization)Identification No.)

 

           Delaware                             30-0965482

   (State or other jurisdiction of           (I.R.S. Employer

    incorporation or organization)          Identification No.)4440 S. Piedras Drive, Suite 136, San Antonio, Texas 78228.

 

                          One Gateway Center, 26th Fl

                              Newark, NJ 07102

         (Address(Address of principal executive offices)(zip code)

 

                             973/(973) 277-4239

         (Registrant's(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
N/AN/AN/A

 

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 shortershorter 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☐ No☐

 

IndicateIndicated by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☐


Check whether the registrant is a large accelerated

filer, an accelerated filer, a non-accelerated filer, or a smaller

reporting company, or an emerging growth company. See the definitions of "large”large accelerated filer,"

"accelerated filer"” ”accelerated filer,” ”smaller reporting company,” and "smaller reporting company"”emerging growth company” in Rule 12b-2 of

the Exchange Act.

 

Large Accelerated Filer  ☐Accelerated Filer  ☐
Non-accelerated Filer  ☐Smaller Reporting Company  ☐
Emerging Growth Company  ☐

 Large accelerated filer         Accelerated Filer

  Non-accelerated filer           Smaller reportingIf an emerging growth company, X

  (do not check if a smaller reporting company)


1


Indicateindicate 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. ☐

Check whether the registrantissuer is a shell company

(as (as defined in Rule 12b-2 of the Exchange Act).

Yes  X  No  ☐

 

Indicate the numberAs of March 31, 2020, there were 133,333,333 shares outstanding of each of the issuer's

classes ofcommon stock, as of the latest practicable date.

    Class                                 Outstanding at

                                         July 31, 2017

Common Stock, par value $0.0001, 20,000,000issued and outstanding.

 

Documents incorporated by reference:            None


2


UNAUDITED CONDENSED FINANCIAL STATEMENTS

 

Unaudited Condensed Financial Statements                        4-6

Notes to Unaudited Condensed Financial Statements               7-12



WALL STREET ACQUISITIONS CORPORATION

UNADITED CONDENSED BALANCE SHEET

AS OF JUNE 30, 2017

 

 

 

 

 

 

 

 

 

 

ASSETS

Current Assets

 

 

 

 

Cash and cash equivalents

 

 

$

-   

 

 

 

 

 

Total Assets

 

 

$

-   

 

 

 

 

 

 

 

 

 

 

LIABILITIES & SHAREHOLDER'S DEFICIT

Current Liabilities

 

 

 

 

Accrued Liabilities

 

 

$

250.00

 

 

 

 

 

Total Liabilities

 

 

 

250.00

 

 

 

 

 

STOCKHOLDER'S DEFICIT

 

 

 

 

 

 

 

Preferred Stock $0.0001 par value,

 

20,000,000 shares authorized, none outstanding

-   

Common Stock, 0.0001 par value,

 

 

100,000,000 authorized 20,000,000  

 

 

issued and outstanding

 

2,000

Additional paid in capital

 

(1,548.00)

Accumulated Deficit

 

 

 

(452.00)

Total Stockholder's Deficit

 

-   

 

 

 

 

 

Total Liabilities and Stockholder's Deficit

$

-   

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 


4


                                         WALL STREET ACQUISITIONS, CORPORATION

                                           UNAUDITED STATEMENT OF OPERATIONS

 

 

 

For the three months

For the period December 2, 2016

 

 

ended June 30, 2017

(Inception) to June 30, 2017

 

 

 

 

 

Revenues

$

0

 

0

 

 

 

 

 

Cost of Revenue

$

0

 

0

 

 

 

 

 

Gross Profit

 

0

 

0

 

 

 

 

 

Operating Expenses

250

 

452

 

 

 

 

 

Loss Before Income Taxes

(250.00)

 

(452)

 

 

 

 

 

Income Tax Expense

 

0

 

0

 

 

 

 

 

Net Loss

$

(250.00)

 

(452)

 

 

 

 

 

Loss per Share- Basic & Diluted

0

 

0

 

 

 

 

 

Weighted Average Shares-

 

 

 

Basic and Diluted

 

20,000,000

 

20,000,000

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements


5


WALL STREET ACQUISITIONS CORPORATIONUnaudited Condensed Financial Statements

2-6

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS

FOR PERIOD ENDED JUNE 30, 2017

Notes to Unaudited Condensed Financial Statements

Net Loss

$

(452)

Adjustments to reconcile net loss to net cash

   used in operating activities:

Expenses paid for by stockholders and contributed as capital

452

Net cash provided by (used in) operating activities

-   

CASH FLOWS FROM INVESTING ACTIVITIES

-   

CASH FLOWS FROM FINANCING ACTIVITIES

-   

Net increase (decrease) in cash and cash equivalents

-   

Cash and cash equivalents, beginning of period

-   

Cash and cash equivalents, end of period

$

-   

SUPPLEMENTAL DISCLOSURES:

Interest Paid

$

-   

Taxes Paid

$

-   

The accompanying notes are an integral part of these financial statements

7-18

 


6



WALL STREET ACQUISITIONS CORPORATIONCORP

BALANCE SHEET

  As of March 31, 2021 As of December 31, 2020
ASSETS
Current Assets        
Cash & Cash Equivalents $115  $115 
Non- Current Assets        
Mining Claims  18,430   18,430 
         
Total Assets $18,545  $18,545 
         
LIABILITIES AND SHAREHOLDERS DEFICIT
Current Liabilities        
Due to Related Party $67,018  $67,018 
Promissory Note Payable  150,052   150,052 
Accrued Expense  43,445   42,445 
Total Liabilities $260,515  $259,515 
         
STOCKHOLDERS DEFICIT        
         
Preferred Stock $0.0001 par value,        
20,000,000 share authorized, not outstanding        
Common Stock, 0.0001 par value, 20,000,000 authorized and issued as of December 31, 2018 &        
600,000,000 authorized 133,333,333        
issued and outstanding as of December 31, 2020 $13,333  $13,333 
Additional Paid In Capital  (11,100)  (11,100)
Accumulated Deficit  (244,203)  (243,203)
         
Total Stock holder’s Deficit $(241,970) $(240,970)
         
Total Liabilities & Stockholder’s Deficit $18,545  $18,545.00 

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


WALL STREET ACQUISITIONS CORP

UNAUDITED STATEMENT OF OPERATIONS

  For the period ended
  31-Mar-21 31-Mar-20
Revenues $    
         
Cost of Revenue $    
         
Gross Profit      
         
Operating Expense     760 
Professional Fee     5,860 
         
Loss Before Income Taxes     (6,620)
         
Income Tax Expense      
         
Net Loss $   (6,620)
         
Loss per Share- Basic & Diluted     (0.00005)
         
Weighted Average Shares-        
Basic and Diluted  133,333,333   133,333,333 

The accompanying notes are an integral part of these financial statements


WALL STREET ACQUISITIONS CORP

STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT

FOR THE PERIOD FROM JANUARY 01,2019 TO March 31, 2021

  COMMON STOCK ADDITIONAL PAID ACCUMULATED TOTAL STOCKHOLERS
  SHARES AMOUNT IN CAPITAL DEFICIT  DEFICIT
           
Balance as of January 1, 2019  20,000,000   2,000   (1,439)  (16,218)  (15,657)
                     
Issuance of Common Stock  113,333,333   11,333   (9,661)     1,672 
                     
Capital Contribution               
                     
Net Loss              (138,518)  (138,518)
                     
Balance as of December 31, 2019  133,333,333   13,333   (11,100)  (154,736)  (152,503)
                     
Balance as of January 1, 2020  133,333,333   13,333   (11,100)  (154,736)  (152,503)
                     
Issuance of Common Stock               
                     
Capital Contribution               
                     
Net Loss              (88,467)  (88,467)
                     
Balance as of December 31, 2020  133,333,333   13,333   (11,100)  (243,203)  (240,970)
                     
Balance as of January 1, 2021  133,333,333   13,333   (11,100)  (243,203)  (240,970)
                     
Issuance of Common Stock               
                     
Capital Contribution               
                     
Net Loss              (1,000)  (1,000)
                     
Balance as of March 31, 2021  133,333,333   13,333   (11,100)  (244,203)  (241,970)

The accompanying notes are an integral part of these financial statements


WALL STREET ACQUISITIONS CORP

STATEMENT OF CASH FLOWS

  Period ended
  MARCH
31, 2021
 MARCH
31, 2020
     
Net Loss $(1,000) $(6,620)
         
Adjustments to reconcile net loss to net cash used in operating activities:        
         
Change in Accrued Liabilities $1,000  $ 
Change in Due to related parties $  $7,980 
         
Change in Promissory Note Receivable $  $ 
Changes in Mines $  $ 
Net Cash provided by (used in) operating activities $  $1,360.00 
         
Cash Flows from Investing Activities $  $ 
         
Change in Promissory Note Payable $  $ 
Cash Flows from Financing Activities $  $ 
         
Cash and cash equivalents, beginning of period $115  $1,000.00 
         
Cash and Cash equivalents, end of period $115  $2,360 

The accompanying notes are an integral part of these financial statements


WALL STREET ACQUISITIONS, CORPORATION

Notes to Unaudited Condensed Financial Statements

 

Note 1. Nature of OperationsNATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

 

Wall Street Acquisitions Corporation (“Wall Street Acquisitions” orCorp (referred to herein as the “Company”) was incorporated on December 2, 2016 under the laws ofin the State of DelawareDelaware.

The Company operates as a mineral exploration business headquartered at located at 4440 S. Piedras Drive, Suite 136, San Antonio, Texas 78228. Its principal business activity is the acquisition, exploration and development of mineral property interests in United States. The Company is considered to engagebe in lawful corporate undertaking, including, but limitedthe exploration stage and substantially all of the Company’s efforts are devoted to selected mergersfinancing and acquisitions. developing these property interests.

The Company is the owner of titles and/or deeds to several mineral properties in Nevada, New Mexico and Arizona. There has been no determination whether the Company’s interests in unproven mineral properties contain mineral reserves, which are economically recoverable. However, the Company engaged the services of CJHx4 Consulting of Brookside Village, TX, a geological consulting firm which conducted a study of our mining properties and produced The National Instrument 43-101 Report (‘the “43-101 Report”) which established presence of gold mineralization. Under SEC standards, mineralization may not be classified as a “reserve” unless determination has been made that the mineralization could be economically produced or extracted at the time of the reserve determination. The term “economically” as used in the SEC’s New Mining Rules, means that profitable extraction or production has been established or analytically demonstrated in a feasibility study to be viable and justifiable under reasonable investment and market assumptions. The term “legally” as used in the New Mining Rules definition of reserves, does not imply that all permits needed for mining and processing have been obtained or that other legal issues have been completely resolved. Therefore, for a “reserve” to exist, we must have a justifiable expectation, based on applicable laws and regulations, that issuance of permits or resolution of legal issues necessary for mining and processing at a particular deposit will be accomplished in the ordinary course and in a timeframe consistent with our current mine plans. In accordance with the New Mining Rules, the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” used in herein are defined in the New Mining Rules. We cannot classify the mineral resources as “reserves”.

2. Going Concern

The financial statements have been prepared on a going concern basis. The going concern basis of presentation assumes that the Company will continue operations for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of operation.

The Company has incurred a net loss of $1,000 for the period ended March 31, 2021, and an accumulated deficit of $244,203. As an exploration stage entity, the Company has not yet commenced its mining operations and accordingly does not have any revenue. This casts substantial doubt on the Company’s ability to continue as a going concern unless it can begin to generate net profit and raise adequate financing.


The Company has been in the developmental stage since its inception andseeking additional debt or equity financing to support its operations to date have been limited to issuing shares to its original shareholders. The Companyuntil it becomes cash flow positive. There can be no assurances that action and plan such as above will attempt to locate and negotiate with a business entitybe sufficient for the combination of that target company with the Company. The combination will normally take the form ofCompany to continue operating as a merger, stock-for-stock exchange or stocks for assets exchange. In most instances, the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company will be successful in locating or negotiating with any target company. The Company has been formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the

Securities Exchange Act of 1934.

BASIS OF PRESENTATIONgoing concern.

 

The summary of significant accounting policies presented below is designed to assist in understanding the Company's unaudited condensed financial statements. Such unaudited condensed financial statements do not include any adjustments relating to the recoverability and accompanying notes areclassification of recorded asset amounts or amounts classified as liabilities that might be necessary should the representations of the Company's management, who are responsible for their integrity and objectivity.Company be unable to continue in existence. These accounting policies conform to accounting principles generally accepted in the United States of America ("GAAP") in all material respects, andadjustments could be material.

3. Significant Accounting Policies

These financial statements have been consistently applied in preparing the accompanying unaudited condensed financial statements. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") were omitted pursuant to such rulesAmerica. The significant accounting policies followed in the preparation of these financial statements are as follows:

4 Mineral Properties and regulations. Exploration and Development Costs

The results forcosts of acquiring mineral properties are capitalized at the three months ended June 30, 2017, are not necessarily indicativedate of acquisition. After acquisition, various factors can affect the recoverability of the resultscapitalized costs. If, after review, management concludes that the carrying amount of a mineral property is impaired, it will be written down to estimated fair value. Exploration costs incurred on mineral properties are expensed as incurred. Development costs incurred on proven and probable reserves will be expected forcapitalized. Upon commencement of production, capitalized costs will be amortized using the year ending December 31, 2017.unit-of-production method over the estimated life based on proven and probable reserves (which exclude non-recoverable reserves and anticipated processing losses). When the Company receives an option payment related to a property, the proceeds of the payment are applied to reduce the carrying value of the exploration asset.

 

USE OF ESTIMATESImpairment of Long-lived Assets

The Company’s long-lived assets consist of plant, equipment, and mine development. The Company reviews and evaluates its long-lived assets for recoverability annually and at interim periods if triggering events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Events that may trigger a test for recoverability include significant adverse changes to projected revenues, costs, or future expansion plans, or changes to federal and state regulations (with which the Company must comply) that may adversely impact the Company’s current or future operations. An impairment is determined to exist if the total projected future cash flows on an undiscounted basis are less than the carrying amount of a long-lived asset group. An impairment loss is measured and recorded based on the excess carrying value of the impaired long-lived asset group over fair value.

To determine fair value, the Company will use a discounted cash flow model based on quantities of estimated recoverable minerals and incorporates projections and probabilities involving metal prices (considering current and historical prices, price trends and related factors), production levels, operating and production costs, and the timing and capital costs of expansion and sustaining projects, all of which are based on life-of-mine plans. The term “recoverable minerals” refers to the estimated amount of gold that will be sold after taking into account losses during ore processing and treatment. In estimating future cash flows, assets will be grouped at the lowest level for which there are identifiable cash flows that are largely independent of future cash flows from other asset groups. The Company’s estimates of future cash flows will be based on numerous assumptions, which are consistent or reasonable in relation to internal budgets and projections, and actual future cash flows will be significantly different than the estimates, as actual future quantities of recoverable gold and metal prices, operating and production costs, and the timing and capital costs of expansion and sustaining projects are each subject to significant risks and uncertainties.


Mineral Properties

Mineral properties are tangible assets recorded at cost and include royalty interests and land and mineral rights to explore and extract minerals from properties. Once a property is in the production phase, mineral property costs will be amortized using the units-of-production method based upon the estimated recoverable gold ounces in proven and probable reserves at such properties. Currently, the Company has no property in production. Costs to maintain mineral properties will be expensed in the period they are incurred. Gains and losses from the sale or disposal of mineral properties will be recorded to Loss (gain) on dispositions or sales of mineral properties.

Asset Retirement Obligation

The Company’s mining and exploration activities will be subject to various federal and state laws and regulations governing the protection of the environment. The Company’s asset retirement obligation (“ARO”), which will consist of estimated future mine reclamation and closure costs, may increase or decrease significantly as a result of changes in regulations, mine plans, estimates, or other factors. Currently, the Company has no operating property. Therefore, no such property was recognized as a liability at fair value in the period incurred. Any such ARO, which is initially estimated based on discounted cash flow estimates, will be accreted to full value over time through charges to Accretion expense. Resultant ARO cost assets will be depreciated on a units-of-production method over the related long-lived asset’s useful life. The Company’s ARO will be adjusted annually, or more frequently at interim periods if necessary, to reflect changes in the estimated present value resulting from revisions to the timing or amount of reclamation and closure costs.

Foreign Currency Translation

The Company has no foreign operations.

Use of Estimates

 

The preparation of unaudited condensed financial statements in conformity with GAAPaccounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenuesrevenue and expenses during the reporting periods. Actual results could differ from those estimates. Some of the Company’s more significant estimates include those related to going concern, collectability of receivables, and the fair value of stock-based compensation and other equity instruments. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known.


7



CASH AND CASH EQUIVALENTSComprehensive Income

 

Cash and cash equivalents include cash on hand and on deposit with banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company didfollows the guidance in ASC 220, Comprehensive Income. ASC 220 establishes standards for the reporting and presentation of comprehensive income and its components in a full set of financial statements. Comprehensive income is presented in the statements of changes in stockholders’ deficit and consists of foreign currency translation adjustments. ASC 220 requires only additional disclosures in the financial statements and does not have cash equivalents asaffect the Company’s financial position or results of June 30, 2017.operations.

 

CONCENTRATION OF RISK  Fair Value of Financial Instruments

 

Financial instrumentsIn accordance with ASC 820, Fair Value Measurement, fair value is defined as the price that potentially subjectwould be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.

In determining fair value, the Company to concentrationuses various valuation approaches. A fair value hierarchy for inputs is used in measuring fair value that maximizes the use of credit risk consists primarilyobservable inputs and minimizes the use of cash. The Company did not have cash balancesunobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in excesspricing the asset or liability based on market data obtained from sources independent of the Federal Deposit Insurance Corporation limit as of June 30, 2017.Fund.

 

INCOME TAXESUnobservable inputs reflect the Company assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

 

UnderThe fair value hierarchy is categorized into three levels based on the inputs as follows:

Level 1 -    Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 -    Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
Level 3 -Inputs to the valuation methodology are unobservable and significant to the fair value.


Income Taxes

The Company accounts for income taxes pursuant to ASC 740, “IncomeIncome Taxes” deferred tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis.. Deferred tax assets and liabilities are measured usingrecorded for differences between the financial statements and tax basis of the assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax rates expectedlaws and rates. Valuation allowances are established when necessary to applyreduce deferred tax assets to taxable income in the years in which those temporary differences areamount expected to be recoveredrealized. Income tax expense is recorded for the amount of income tax payable or settled. Valuation allowances are provided when it is more likely than not that somerefundable for the period increased or all ofdecreased by the change in deferred tax assets will not be realized. As of June 30, 2017, there were no deferred taxes due toand liabilities during the uncertaintyperiod.

Stock-based Compensation

The Company accounts for Stock-Based Compensation in accordance with ASC 718, Compensation – Stock Compensation. ASC 718 establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the realizationentity’s equity instruments or that may be settled by the issuance of net operating lossthose equity instruments. ASC 718 focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. ASC 718 requires that the compensation cost relating to share-based payment transactions be recognized in the financial statements measured based on the fair value of the equity or carry forward prior to expiration.liability instruments issued, when granted in exchange for employee services.

 

LOSS PER COMMON SHAREAwards granted to non-employees fall under ASC 505-50 and are recognized based on the fair value of the goods or services received or the equity instruments, whichever is more reliable.

 

Net Earnings (Loss) Per Share

The Company accounts for earnings (loss) per share pursuant ASC 260, Earnings Per Share, which requires disclosure on the financial statements of “basic” and “diluted” earnings (loss) per share. Basic lossearnings (loss) per common share excludes dilution and is computed by dividing net income (loss) by the weighted average number of common shares outstanding duringfor the period.year. Diluted lossearnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common share reflects the potential dilution that could occur if the securities or other contracts to issueshares outstanding plus common stock were exercised or converted into commonequivalents (if dilutive) related to stock or resulted inoptions and warrants for each year. The weighted average number of shares outstanding has been adjusted for the issuanceeffects of common stock that is then shared in the loss of the entity. As of June 30, 2017, there are no outstanding dilutive securities.dividends, stock splits, and reverse stock splits.

 

FAIR VALUE OF FINANCIAL INSTRUMENTSThere were no dilutive financial instruments for the period ended March 31, 2021.

Recent Accounting Pronouncements

The below recent accounting pronouncements were adopted during the year ended December 31, 2019:

“Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting” (ASU 2017-09) was issued in May 2017. This update provides clarity and reduces both diversity in practice and cost and complexity when applying the guidance in Topic 718, Compensation - Stock Compensation, to a change to the terms or conditions of a share-based payment award. This standard was effective for annual periods beginning after December 15, 2017. The adoption of ASU 2017-09 did not have an impact on the Company’s financial statements.


“Statement of Cash Flows (Topic 230)” (“ASU 2016-15”) was issued during August 2016. ASU 2016-15 is intended to reduce the diversity in practice regarding how certain transactions are classified within the statement of cash flows. ASU 2016-15 is effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows, Restricted Cash (Topic 230)” (“ASU 2016-18”), which requires the inclusion of restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-15 and ASU 2016-18 were both effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, provided that all of the amendments are adopted in the same period. The amendments were applied using a retrospective transition method to each period presented. The adoption of ASU 2016-15 did not have an impact on the Company’s financial statements.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments—Overall: Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). This standard affects the accounting for equity instruments, financial liabilities under the fair value option and the presentation and disclosure requirements of financial instruments. In February 2018, the FASB issued ASU 2018-03, “Technical Corrections and Improvements to Financial Instruments (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Financial Liabilities”. This update was issued to clarify certain narrow aspects of guidance concerning the recognition of financial assets and liabilities established in ASU No. 2016-01, ”Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”. This includes an amendment to clarify that an entity measuring an equity security using the measurement alternative may change its measurement approach to a fair valuation method in accordance with Topic 820, Fair Value Measurement, through an irrevocable election that would apply to that security and all identical or similar investments of the same issued. The update is effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years beginning after June 15, 2018. The adoption of ASU 2016-01 did not have an impact on the Company’s financial statements.

In February 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-03, Technical Corrections and Improvements to Financial Instruments – Overall (Subtopic-10): Recognition and Measurement of Financial Assets and Financial Liabilities to clarify codification and to correct unintended application of the guidance. The Company adopted this pronouncement concurrently with the adoption of ASU 2016-01. The adoption of this update had no impact on the Company’s financial statements.

The following are recent accounting pronouncements, which may have an impact on the Company’s future financial statements:

“Leases” (ASU 2016-02) was issued during February 2016. This update will require organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The new guidance will also require additional disclosure about the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for annual and interim periods beginning after December 15, 2018. The adoption of ASU 2016-02 will not have an impact on the Company’s financial statements.


In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments”, amended in November by ASU 2018-19, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses,” which introduces the current expected credit losses model in the estimation of credit losses on financial instruments. This update is effective retrospectively for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption being permitted for fiscal years beginning after December 15, 2018. The Company plans to adopt this ASU on January 1, 2020.

“Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting.” (“ASU 2017-09”) Issued in May 2017, ASU 2017-09 amends the scope of modification accounting for share-based payment arrangements and provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting. The new guidance will allow companies to make certain changes to awards without accounting for them as modifications. It does not change the accounting for modifications. ASU 2017-09 is effective for annual reporting periods beginning after December 15, 2017, with early adoption permitted, including adoption in any interim period for which financial statements have not yet been issued. The Company does not expect that the adoption of ASU 2017-09 will have a material impact on the Company’s financial statement.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic: 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (ASU 2018-13). FASB issued the update to modify the disclosure requirements in Topic 820. ASU 2018-07 will be effective for public companies for fiscal years beginning after December 15, 2018 including interim periods.

 

The Company followscontinues to evaluate the guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurements related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs of valuation techniques used to measure fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:


8


Level 1 inputs are quoted (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for asset or liability, either directly or indirectly.

Level 3 inputs are observable input for asset or liability. The carrying amount of financial assets such as cash approximate their fair values because of short maturityimpact of these assets.

NOTE 2GOING CONCERN

The Company has not yet generated any revenue since inception to date and has sustained operating loss of $452 from inception (December 2, 2016) to June 30, 2017. The Company had no working capital and an accumulated deficit of $452 as of June 30, 2017.  The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its members or other sources, as may be required.The accompanying unaudited condensed financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company's ability to do so. The unaudited condensed financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. In order to maintain its current level of operations, the Company will require additional working capital from either cash flow from operations or from the sale of its equity. However, the Company currently has no commitments from any third parties for the purchase of its equity. If the Company is unable to acquire additional working capital, it will be required to significantly reduce its current level of operations.

NOTE 3RECENT PRONOUNCEMENTS

In November 2015, the Financial Accounting Standards Board (FASB) issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes” (ASU 2015-17), which changes how deferred taxes are classified on the balance sheet and is effective for financial statements issued for annual periods beginning after December 15, 2016, with early adoption permitted. ASU 2015-17 requires all deferred tax assets and liabilities to be classified as non-current. The Company does not expect the adoption of this standard to have a significant effectASU’s on its financial statements.

 

In January 2016,4. Mineral Property Interest

        Acquisition  
        Date by Purchase
  Mines Location County the Company Amount
           
1  Yellow Aster Flats Tonopah, Nevada Esmeralda 9/17/2019 $1,776.00 
2  Fat Mules Flats Tonopah, Nevada Esmeralda 9/17/2019 $770.00 
3  Cobin Tonopah, Nevada Esmeralda 9/17/2019 $929.00 
4  Jasper Tonopah, Nevada Esmeralda 9/17/2019 $3,316.00 
5  Barracks Nine Tonopah, Nevada Esmeralda 9/17/2019 $1,100.00 
6  Eclipse Tonopah, Nevada Esmeralda 9/17/2019 $1,501.00 
7  Fortuna Tonopah, Nevada Esmeralda 9/17/2019 $1,625.00 
8  Purple Heart Buckhorn, New Mexico Grant 9/17/2019 $1,439.00 
9  Blackmoor Buckhorn, New Mexico Grant 9/17/2019 $2,025.00 
10  New River La Paz, Arizona La Paz 9/17/2019 $3,950.00 
   Total as of March 31, 2021 and December 31 2020 $18,430.00 


Mine 1 – Yellow Aster

Pursuant to the FASB issued ASU 2016-01, “RecognitionPurchase and MeasurementMerger Agreement of Financial AssetsSeptember 17, 2019, the Company acquired an undivided one hundred percent (100%) interest and Financial Liabilities” (ASU 2016-01), which requires equity investments that are not accounteddeed in and to certain mineral interests found the Yellow Aster Mine Property located in Tonopah, Nevada in Esmeralda County.

Mine 2 – Fat Mule Flats

Pursuant to the Purchase and Merger Agreement of September 17, 2019, the Company acquired an undivided one hundred percent (100%) interest and deed in and to certain mineral interests found in the Fat Mules Flats Mine Property located in Tonopah, Nevada in Esmeralda County.

Mine 3 – Cobin

Pursuant to the Purchase and Merger Agreement of September 17, 2019, the Company acquired an undivided one hundred percent (100%) interest and deed in and to certain mineral interests found in the Cobin Mine Property located in Tonopah, Nevada in Esmeralda County.

Mine 4 – Jasper

Pursuant to the Purchase and Merger Agreement of September 17, 2019, the Company acquired an undivided one hundred percent (100%) interest and deed in and to certain mineral interests found in the Jasper Mine Property located in Tonopah, Nevada in Esmeralda County.

Mine 5 – Barracks Nine

Pursuant to the Purchase and Merger Agreement of September 17, 2019, the Company acquired an undivided one hundred percent (100%) interest and deed in and to certain mineral interests found in the Barracks Nine Property located in Tonopah, Nevada in Esmeralda County.

Mine 6 – Eclipse

Pursuant to the Purchase and Merger Agreement of September 17, 2019, the Company acquired an undivided one hundred percent (100%) interest and deed in and to certain mineral interests found in the Eclipse Mine Property located in Tonopah, Nevada in Esmeralda County.

Mine 7 – Fortuna

Pursuant to the Purchase and Merger Agreement of September 17, 2019, the Company acquired an undivided one hundred percent (100%) interest and deed in and to certain mineral interests found in the Fortuna Mine Property located in Tonopah, Nevada in Esmeralda County.


Mine 8 – Purple Heart

Pursuant to the Purchase and Merger Agreement of September 17, 2019, the Company acquired an undivided one hundred percent (100%) interest and deed in and to certain mineral interests found the Purple Heart Mine Property located in Buckhorn, New Mexico, in Grant County.

Mine 9 – Blackmoor

Pursuant to the Purchase and Merger Agreement of September 17, 2019, the Company acquired an undivided one hundred percent (100%) interest and deed in and to certain mineral interests found in the Blackmoor Mine Property located in Buckhorn, New Mexico, in Grant County.

Mine 10 – New River Mine

Pursuant to the Purchase and Merger Agreement of September 17, 2019, the Company acquired an undivided one hundred percent (100%) interest and deed in and to certain mineral interests found in the New River Mine Property located in Laz Paz, Laz Paz County, Arizona.

5. Advances from Stockholders

Advances from stockholders was $67,018 as on March 31, 2021 and $67,018 as on December 31, 2020.

6. Due On Mineral Rights Acquisitions

N/A

7. Income Taxes

Reconciliation of the income tax expense / (benefit) computed at the U.S. Federal income tax rate to the Company’s reported income tax expense / (benefit) for under the equity methodperiod ended March 31, 2021 and March 31, 2020 is as follows:

  For three months ended
  March 31, 2021 March 31, 2020
   $   $ 
Profit / (loss) from operations before income tax  (1,000)  (6,620)
Income tax rate  21%  21%
Income tax expense at the U.S Federal tax  (210)  (1,390)
Adjustments to derive effective tax rate:        
Non-deductible stock bases compensation      
Other non-deductible expenses      
Foreign rate differentials      
State and local net of federal benefit      
Valuation allowance  210   1,390 
Income tax (benefit) / expenses      


The ultimate realization of accounting to be measured at fair value with changes recognized in net income and updates certain presentation and disclosure requirements. ASU 2016-01 is effective beginning after December 15, 2017. The adoption of this guidance is not expected to have a material impactdeferred tax assets depends primarily on the Company’s resultsability to generate sufficient timely future income of operations, financial position or disclosures.the appropriate character in the appropriate taxing jurisdiction.

 

In February 2016, the FASB issued ASU No. 2016-02, “Leases,” which requires lessees to recognize right-of-useOn March 31, 2021, Company has no unrecognized tax benefits.

The significant components of deferred tax assets and lease liabilities are as follows:

  For three months ended
  March 31, 2021 March 31, 2020
Deferred tax assets        
Net income / (loss)  (1,000)  (6,620)
Deferred tax liability      
Net deferred tax assets  (210)  (1,390.20)
Less: Valuation allowance  210   1,390.20 
Deferred tax asset - net valuation allowance      

As of March 31, 2021 the Company has an accumulated deficit or net operating loss carryover of approximately $244,203 available to offset future income for all leases, with the exceptionincome tax reporting purposes, out of short-term


9


leases, at the commencement date of each lease. This ASU requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether orwhich $1,768 will expire in various years through 2037, if not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. This ASU is effective for annual periods beginning after December 15, 2018 and interim periods within those annual periods. Early adoption is permitted. The amendments of this update should be applied using a modified retrospective approach, which requires lessees and lessors to recognize and measure leases at the beginning of the earliest period presented. The adoption of this guidance is not expected to have a material impact onpreviously utilized. However, the Company’s results of operations, financial positionability to use the carryover net operating loss may be substantially limited or disclosures.eliminated pursuant to Internal Revenue Code Section 382.

 

In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting.” The guidance simplifies accounting for share-based payments, most notably by requiring all excess tax benefits and tax deficiencies to be recorded asCompany’s policy regarding income tax benefitsinterest and penalties is to expense those items as general and administrative expense but to identify them for tax purposes. During the period January 1, 2021 to March 31, 2021, there was no income tax, or expenserelated interest and penalty items in the income statement, and by allowing entities to recognize forfeitures of awards when they occur. This new guidance is effective for annual reporting periods beginning after December 15, 2016 and may be adopted prospectively or retroactively.liabilities on the balance sheet. The Company isfiles income tax returns in the U.S. federal jurisdiction and Delaware state jurisdiction. We are not currently evaluating the impact of adopting this standard on its financial statements.involved in any income tax examinations.

 

In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients” (“ASU 2016-12”), which amends the guidance in the new revenue standard on collectability, noncash consideration, presentation of sales tax, and transition. The amendments are intended to address implementation issues and provide additional practical expedients to reduce the cost and complexity of applying the new revenue standard. The new guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods, which will be our interim period beginning January 1, 2018. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods with that reporting period. The Company is currently evaluating the impact of adopting this standard on its financial statements.8. Capital Stock

 

In August 2016, the FASB issued ASU 2016-15, regarding ASC Topic 230 “Statement of Cash Flows.” This update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The new guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted. The Company does not expect the adoption of this standard to have a significant effect on its financial statements.a) Common Stock

 

In January 2017, the FASB has issued Accounting Standards Update (ASU) No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” These amendments eliminate Step 2 from the goodwill impairment test. The annual, or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit should be considered


10


when measuring the goodwill impairment loss, if applicable. The amendments also eliminate the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. Effective for public business entities that are SEC filers for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. ASU 2017-04 should be adopted on a prospective basis. The Company does not anticipate the adoption of ASU 2017-04 will have a material impact on its financial statements.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This new standard clarifies the definition of a business and provides a screen to determine when an integrated set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This new standard will be effective for the Company on January 1, 2018; however, early adoption is permitted with prospective application to any business development transaction.

In February 2017, the FASB has issued Accounting Standards Update (ASU) No. 2017-06, “Plan Accounting: Defined Benefit Pension Plans (Topic 960); Defined Contribution Pension Plans (Topic 962); Health and Welfare Benefit Plans (Topic 965): Employee Benefit Plan Master Trust Reporting.” Among other things, the amendments require a plan’s interest in that master trust and any change in that interest to be presented in separate line items in the statement of net assets available for benefits and in the statement of changes in net assets available for benefits, respectively. The amendments also remove the requirement to disclose the percentage interest in the master trust for plans with divided interests and require that all plans disclose the dollar amount of their interest in each of those general types of investments. The amendments require all plans to disclose: (a) their master trust’s other asset and liability balances; and (b) the dollar amount of the plan’s interest in each of those balances. Lastly, the amendments eliminate redundant investment disclosures (e.g., those required by Topics 815 and 820) relating to 401(h) account assets. Effective for fiscal years beginning after December 15, 2018. Early adoption is permitted. The amendments should be applied retrospectively to each period for which financial statements are presented. The Company does not anticipate the adoption of ASU 2017-04 will have a material impact on its financial statements.

In February 2017, the FASB has issued Accounting Standards Update (ASU) No. 2017-05, “Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets.” The amendments clarify that a financial asset is within the scope of Subtopic 610-20 if it meets the definition of an in substance nonfinancial asset. The amendments also define the term in substance nonfinancial asset. The amendments clarify that nonfinancial assets within the scope of Subtopic 610-20 may include nonfinancial assets transferred within a legal entity to a counterparty. For example, a parent may transfer control of nonfinancial assets by transferring ownership interests in a consolidated subsidiary. A contract that includes the transfer of ownership interests in one or more consolidated subsidiaries is within the scope of Subtopic 610-20 if


11


substantially all of the fair value of the assets that are promised to the counterparty in a contract is concentrated in nonfinancial assets. The amendments clarify that an entity should identify each distinct nonfinancial asset or in substance nonfinancial asset promised to a counterparty and derecognize each asset when a counterparty obtains control of it. Effective at the same time as the amendments in Update 2014-09, Revenue from Contracts with Customers (Topic 606). Therefore, public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the amendments in this Update to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities should apply the amendments in this Update to annual reporting periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. All other entities may apply the guidance earlier as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. All other entities also may apply the guidance earlier as of annual reporting periods beginning after December 15, 2016, and interim reporting periods within annual reporting periods beginning one year after the annual reporting period in which the entity first applies the guidance. An entity is required to apply the amendments in this Update at the same time that it applies the amendments in Update 2014-09. The Company is currently evaluating the potential impact this standard may have on its financial position and results of operations.

There were no other new accounting pronouncements during the period ended JuneOn September 30, 2017 that we believe would have a material impact on our financial position or results of operations.

NOTE 4STOCKHOLDERS’ DEFICIT

As of December 31, 2016,2019 the Company issued 20,000,000 founders113,333,333 common stock to two directorsJimmy Ramirez and officers for no consideration. The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of June 30, 2017, 20,000,000 shares of the common stock and no preferred stock were issued and outstanding.


12


ITEM 2.MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Wall street Acquisitions, Corporation was incorporated on December 2, 2016 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. Wall Street Acquisitions, Corporation ("WSAC" or the "Company") is a blank check company and qualifies as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act which became law in April 2012.

Since inception WSAC's operations to date of the period covered by this report have been limited to issuing shares of common stock to its original shareholdersFranklin Ogele to reflect the terms and filing a registration statement on Form 10 on February 24, 2017 withratio of ownership of the SecuritiesCompany per the September 17, 2019 Share Purchase and Exchange Commission pursuant to the Securities Exchange Act of 1934 as amended to register its class of common stock.Merger Agreement.

 

WSAC has no operations nor does it currently engage in any business activities generating revenues.  WSAC's principal business objective is to achieve a business combination with a target company.b) Stock To Be Issued

 

A combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange.  In most instances, the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended.NONE

 

No assurances can be given that WSAC will be successful in locating or negotiating with any target company.c) Preferred Stock

NONE


d) Stock-Based Compensation

NONE

9. Related Party Transactions and Balances

 

The most likely target companies are those seekingstockholders of the perceived benefitsCompany incurred $0 and $36,997 respectively towards the operating expenses and professional fees on behalf of a reporting corporation.  Such perceived benefits may include facilitating or improving the terms on which additional equity financing mayCompany for the period ended March 31, 2021 and December 31, 2020 respectively that will be sought, providing liquidity for incentive stock options or similar benefitsreimbursed in due course. –

Payable to key employees, increasing the opportunity to use securities for acquisitions, providing liquidity for shareholders and other factors. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities difficult and complex.Related Parties:

  March 31,   2021 December 31, 2020
Payable to Franklin Ogele $15,166  $15,166 
Payable to Jimmy Ramirez $51,852  $51,852 
         
Payable to Related Parties $67,018  $67,018 

10. Financial Instruments

Fair Values

 

The search for a target company will not be restrictedCompany’s financial instruments consist of cash, accounts receivable, notes receivable, accounts payable and accrued liabilities, dividends payable, and amounts due on mineral rights acquisition. The fair values of these financial instruments approximate their carrying values due to any specific kindthe short-term maturity of business entities, but may acquire a venture which is in its preliminary or development stage, which is already in operation, or in essentially any stagethese instruments. There were no transfers of its business life.  It is impossible to predict at this timefinancial instruments between Levels 1, 2, and 3 during the status of any business in which the Company may become engaged, whether such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer.period ended March 31, 2021 and December 31, 2020.

 

In implementing a structure for a particular business acquisition,Foreign Currency Risk

NONE. The Company has no foreign operations.

Concentration of Credit Risk

Concentration of credit risk is the risk of loss in the event that certain counterparties are unable to fulfill its obligations to the Company. The Company may become a partylimits its exposure to a merger, consolidation, reorganization, joint venture, licensing agreement or other arrangementcredit loss on its cash by placing its cash with another corporation or entity.  Onhigh credit quality financial institutions. The Company does not have any cash in excess of federally insured limits.

Liquidity Risk

Liquidity risk is the consummation of a transaction, it is likelyrisk that the present management and shareholders of the Company will no longer be in control of the Company.  In addition, it is likely that the officer and director of the Company will, as part of the


13


terms of the business combination, resign and be replaced by one or more new officers and directors.

As of June 30, 2017, WSAC had not generated revenues and had no income orCompany’s cash flows from operations since inception.  At June 30,2017 WSAC had sustained net loss of $452, and had an accumulated deficit of $452.

The Company's independent auditors have issued a report raising substantial doubt aboutwill not be sufficient for the Company's abilityCompany to continue operating and discharge is liabilities. The Company is exposed to liquidity risk as a going concern. At present, the Company has no operations and the continuation of WSAC as a going concernits continued operation is dependent upon financial support from its stockholders, its ability to obtain necessaryfinancing, either in the form of debt or equity, financingor achieving profitable operations in order to continue operations and/or to successfully locate and negotiate with a business entity for the combination of that target company with WSAC.satisfy its liabilities as they come due.


Market Risk

 

Market risk is the risk that fluctuations in the market prices of minerals will impact the Company’s future cash flows. The Company is exposed to market risk on the price of gold, which will determine its ability to build and achieve profitable operations, the amount of exploration and development work that the Company will be able to perform, and the number of financing opportunities that will be available. Management will pay all expenses incurred by WSAC until a change in control is effected. There is no expectation of repayment for such expenses.believes that it would be premature at this point to enter into any hedging or forward contracts to mitigate its exposure to specific market price risks.

11. Segmented reporting

 

The presidentCompany only has one reportable segment, its acquisition, exploration and development of WSAC ismineral property interests in United States. All of the president, director and shareholder of WSR LLC. WSR LLC assists companiesmineral properties are located in becoming public reporting companies and with introductions to the financial community.United States.

 

ITEM 3.  Quantitative and Qualitative Disclosures About Market Risk.12. Subsequent events

 

Information not required to be filed by Smaller reporting companies.

ITEM 4.  Controls and Procedures.

Disclosures and Procedures

Pursuant to Rules adopted by the Securities and Exchange Commission, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rules.  This evaluation was done as of the end of the period covered by this report under the supervision andIn accordance with the participation of the Company's principal executive officer (who is also the principal financial officer).

Based upon that evaluation, he believes that the Company's disclosure controls and procedures are effective in gathering, analyzing and disclosing information needed to ensure that the information required to be disclosed by the Company in its periodic reports is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.


14


This Quarterly Report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting.  Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this Quarterly Report.

Changes in Internal Controls

There was no change in the Company's internal control over financial reporting that was identified in connection with such evaluation that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II -- OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the past three years,FASB ASC 855-10, Subsequent Events, the Company has analyzed its operations subsequent to March 31, 2021 to the date these financial statements were issued 20,000,000 common shares pursuantand has determined that it does not have any material subsequent events to Section 4(2) of the Securities Act of 1933 at par as follows:disclose in these financial statements.

 

On December 30, 2016, the Company issued the following shares of its common stock:

Name                       Number of Shares

Franklin Ogele          19,000,000

Chima E. Chima      1,000,000

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.


ITEM 5. OTHER INFORMATION

 

(a) Not applicable.

 

(b) Item 407(c)(3) of Regulation S-K:


15


During the quarter covered by this Report, there have not been any material changes to the procedures by which security holders may recommend nominees to the Board of Directors.

 

ITEM 6. EXHIBITS

 

(a) Exhibits

 

31. Certification of the Chief Executive OfficerPresident and Chief Financial OfficerDirector pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

32. Certification of the Chief Executive OfficerVice President and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 


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 ACQUISITIONS CORPORATIONCORP

By:/s/ Jimmy Ramirez
President and Director
Dated:June 21, 2021
By:/s/ Franklin Ogele, Esq.
Vice President, Chief Financial Officer
Dated:June 21, 2021

19

 

By:   /s/ Franklin Ogele, Esq.

President, Chief Financial Officer

Dated:   July 31, 2017


16