Wellesley Capital Management 10-Q 2012 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012

OR

o 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 333-151485

Wellesley Capital Management Corp.

(Exact name of registrant as specified in its charter)

Florida	26-2569043
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

7076 Spyglass Avenue, Parkland, Florida	33076
(Address of principal executive offices)	(Zip Code)

(954) 599-3672

(Issuer’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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 þ     No o

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes þ     No o

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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	þ

(Do not check if a smaller reporting company)

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

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

Class	Outstanding at July 15, 2012
Common Stock, $0.001	17,500,000 shares
Preferred Stock, $0.001	0 shares

WELLESLEY CAPITAL MANAGEMENT CORP.

TABLE OF CONTENTS

	PAGE
Part I Financial Information	3
Item 1. Financial Statements	3
Condensed Balance Sheets at June 30, 2012 (unaudited) and December 31, 2011 (audited)	3
Condensed Statements of Operations for the three and six months ended June 30, 2012 and 2011 and      the cumulative period from September 17, 2007 (inception) through June 30, 2012	4
Condensed Statements of Cash Flows at June 30, 2012	5
Notes to Condensed Financial Statements	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	10
Item 3. Quantitative and Qualitative Disclosures About Market Risk.	13
Item 4. Controls and Procedures.	13
Part II Other Information	14
Item 1. Legal Proceeding.	14
Item 1A. Risk Factors.	14
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	14
Item 3. Defaults Upon Senior Securities.	14
Item 4. Mine Safety Disclosures.	14
Item 5. Other Information.	14
Item 6. Exhibits.	14
Signatures	15

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PART I FINANCIAL INFORMATION

Item 1.  Financial Statements

WELLESLEY CAPITAL MANAGEMENT CORP.

(f/k/a TheWebDigest Corp.)

(A DEVELOPMENT STAGE COMPANY)

CONDENSED BALANCE SHEET

ASSETS
	Unaudited			Audited
	June 30, 2012			December 31, 2011
CURRENT ASSETS:
Cash and equivalents	$	—		$	—
Total Current Assets		—			—
OTHER ASSETS:
Intellectual assets,  net		—			—
Total Assets	$	—		$	—
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)
CURRENT LIABILITIES:
Notes payable-related party		30,000			—
Accounts payable		5,000			30,000
Accrued expenses		11,500			10,000
Loans to related parties		7,950			5,000
Total Liabilities		54,450			45,000
STOCKHOLDERS’ EQUITY (DEFICIT):
Preferred Shares, 10,000,000 authorized at $0.001 par value;
0 shares issued and outstanding at June 30, 2012 and December 31, 2011		—			—
Common stock , par value $.001; 500,000,000 shares authorized;
17,500,000 shares issued  and outstanding at June 30, 2012 and
13,000,000 issued and outstanding at December 31, 2011	$	17,500		$	13,000
Additional paid in capital		76,500			36,000
Deficit accumulated during the development stage		(148,450	)		(94,000	)
Total Stockholders’ Equity/(Deficit)		(54,450	)		(45,000	)
Total Liabilities and Stockholders’ Equity/(Deficit)	$	—		$	—

The accompanying notes are an integral part of these statements.

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WELLESLEY CAPITAL MANAGEMENT CORP.

(f/k/a TheWebDigest Corp.)

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF OPERATIONS

For the Period September 17, 2007 (inception) through June 30, 2012

(Unaudited)

													Cumulative from
	For the three			For the three			For the six			For the six			September 17, 2007
	months ended			months ended			months ended			months ended			(inception) through
	June 30, 2012			June 30, 2011			June 30, 2012			June 30, 2011			June 30, 2012
Net Sales	$	—		$	—		$	—		$	—		$	—
Cost of Sales		—			—			—			—			—
Gross Profit		—			—			—			—			—
Operating Expenses:
Legal and Accounting		1,600			900			3,100			1,400			35,869
Web Design and Development		—			—			—			—			35,100
General and Administrative		3,400			1,000			6,350			1,500			22,181
Consulting		—			—			45,000			—			55,000
Total Operating Expenses		5,000			1,900			54,450			2,900			148,150
Operating Loss		(5,000	)		(1,900	)		(54,450	)		(2,900	)		(148,150	)
Other income/expenses:
Interest expense		—			100			—			100			300
Total Other Income/ (Expenses)		—			(100	)		—			(100	)		(300	)
Net (loss) before Income Taxes		(5,000	)		(2,000	)		(54,450	)		(3,000	)		(148,450	)
Provision for Income Taxes		—			—			—			—			—
Net (loss)	$	(5,000	)	$	(2,000	)	$	(54,450	)	$	(3,000	)	$	(148,450	)
Basic and diluted net loss per common share		**			**		$	(0.004	)		**
Weighted average number of common shares outstanding		17,500,000			10,000,000			15,373,626			10,000,000

** Less than $0.001

The accompanying notes are an integral part of these statements.

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WELLESLEY CAPITAL MANAGEMENT CORP.

(f/k/a TheWebDigest Corp.)

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF CASH FLOWS

For the Period September 17, 2007 (inception) through June 30, 2012

							Cumulative from
	For the six			For the six			September 17, 2007
	months ended			months ended			(inception) through
	June 30, 2012			June 30, 2011			June 30, 2012
OPERATING ACTIVITIES:
Net loss	$	(54,450	)	$	(3,000	)	$	(148,450	)
Adjustments to reconcile net loss to net cash used in operating activities:
Issuance of common stock for services		45,000			—			55,000
Changes in operating assets and liabilities:
Increase/(Decrease) in accounts payable		(25,000	)		—			5,000
Increase/(Decrease) in accrued expenses		1,500			(100	)		11,500
Net cash used in operating activities		(32,950	)		(3,100	)		(76,950	)
FINANCING ACTIVITIES:
Issuance of common stock for cash		—			—			30,000
Payments on subscription agreement		—			—			9,000
Repayment of related party loan payable		—			—			(13,942	)
Issuance of notes payable-related party		30,000			—			30,000
Loans payable - related parties		2,950			3,100			21,892
Net cash provided by (used in) financing activities		32,950			3,100			76,950
NET INCREASE IN CASH		—			—			—
CASH BEGINNING BALANCE		—			—			—
CASH ENDING BALANCE	$	—		$	—		$	—
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Taxes paid	$	—		$	—		$	—
Interest paid	$	—		$	—		$	300
NON-CASH TRANSACTIONS AFFECTING OPERATING, INVESTING AND FINANCING ACTIVITIES:
Issuance of common stock for services	$	45,000		$	—		$	55,000

The accompanying notes are an integral part of these statements.

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WELLESLEY CAPITAL MANAGEMENT CORP.

(f/k/a TheWebDigest Corp.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2012

NOTE 1 - BASIS OF PRESENTATION

The Company’s unaudited interim financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission for the presentation of interim financial information, but do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements.  The audited financial statements for the period September 17, 2007 (Inception) through December 31, 2011 and the year ended December 31, 2011 were filed on February 27, 2012 with the Securities and Exchange Commission and are hereby referenced.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the six months ended June 30, 2012 and for the period September 17, 2007 (Inception) through June 30, 2012 are not necessarily indicative of the results that may be expected for the year ended December 31, 2012.

NOTE 2 - DESCRIPTION OF BUSINESS AND DEVELOPMENT STAGE RISK

Description of Business

Wellesley Capital Management Corp. (f/k/a TheWebDigest Corp.) is a development stage Company, incorporated in the state of Florida on September 17, 2007 to establish internet informational portals. We intend to develop and market our web portals and sell sponsorship privileges through various marketing and advertising procurement channels throughout the United States and foreign territories. The Company business plan provides for each web portal to have five (5) individual sponsors that pay an annual fee (to be established as our marketing program develops) for a rotating sponsorship banner displayed on our web portal including a hyperlink to the sponsor’s web site. Our individual web portals, as developed, contain information specific to the subject matter as described in each web domain. The sponsorships obtained by us will have a direct relationship to the specific subject matter that they sponsor.

We commenced our initial public offering on August 12, 2009, pursuant to that certain Registration Statement on Form S-1 (Commission File No. 333-151485), which was declared effective by the Securities and Exchange Commission on that date.  We sold 1,000,000 shares of Common Stock in the offering which provided proceeds to us in the amount of $10,000.

As of June 30, 2012, we had an accumulated deficit of ($148,450).  Our auditors have raised substantial doubt as to our ability to continue as a going concern.  Our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due.  There can be no assurance that we will operate at a profit or such additional financing will be available, or if available, can be obtained on satisfactory terms.

Our principal executive office is located at 7076 Spyglass Avenue, Parkland, FL 33076.  Our telephone number is (954) 599-3672.  Our fiscal year ends on December 31.

Basis of Presentation

The Company’s condensed financial statements have been prepared by the Company. The Company’s condensed financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

Going Concern

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable.  If the Company is unable to obtain adequate capital, it could be forced to cease operations.  The Company’s financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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WELLESLEY CAPITAL MANAGEMENT CORP.

(f/k/a TheWebDigest Corp.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2012

Management’s Plan to Continue as a Going Concern

The Company has met its historical working capital requirements from the sale of its capital shares and loans from its sole officer and director, Steven Adelstein.  In order to continue as a going concern, the Company will need, among other things, additional capital resources. 

Management’s plans to obtain such resources for the Company include obtaining capital from the sale of shares of common stock of the Company and/or financing from independent third parties. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.

Development Stage Risk

Since its inception, the Company has been dependent upon the receipt of capital investment to fund its continuing activities. In addition to the normal risks associated with a new business venture, there can be no assurance that the Company’s business plan will be successfully executed. Our ability to execute our business plan will depend on our ability to obtain additional financing and achieve a profitable level of operations. There can be no assurance that sufficient financing will be obtained.  Further, we cannot give any assurance that we will generate substantial revenues or that our business operations will prove to be profitable.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments with original maturities of three months or less to be cash equivalents. The Company has no cash equivalents.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Inventories

Inventories are valued at the lower of cost or market on a first-in, first-out (FIFO) basis, and include finished goods.

Revenue Recognition

The Company recognizes revenue when:

· Persuasive evidence of an arrangement exists;

· Shipment has occurred;

· Price is fixed or determinable; and

· Collectability is reasonably assured.

The Company closely follows the provisions of Accounting Standards Codification (“ASC”) 605, Revenue Recognition, which includes the guidelines of Staff Accounting Bulletin No. 104 as described above. For the period from September 17, 2007 (inception) to June 30, 2012, the Company recognized no revenues.

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WELLESLEY CAPITAL MANAGEMENT CORP.

(f/k/a TheWebDigest Corp.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2012

Earnings (Loss) Per Share

The Company computes earnings per share in accordance with ASC 260 “Earnings Per Share” which was previously Statement of Accounting Standards No. 128, “Earnings per Share”. Under the provisions of ASC 260, basic earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of common and potentially dilutive common shares outstanding during the period.  There were no potentially dilutive common shares outstanding during the period.

Income Taxes

The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which was previously Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

Fair Value of Financial Instruments

The Company considers that the carrying amount of financial instruments, including accounts payable, approximates fair value because of the short maturity of these instruments.

Share Based Payments

(included in ASC 718 “Compensation-Stock Compensation”)

In December 2004, the FASB issued SFAS No. 123(R), “Share-Based Payment,” which replaces SFAS No. 123 and supersedes APB Opinion No. 25. Under SFAS No. 123(R), companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees or independent contractors are required to provide services. Share-based compensation arrangements include stock options and warrants, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. In March 2005, the SEC issued Staff Accounting Bulletin No. 107, or “SAB 107”. SAB 107 expresses views of the staff regarding the interaction between SFAS No. 123(R) and certain SEC rules and regulations and provides the staff’s views regarding the valuation of share-based payment arrangements for public companies. SFAS No. 123(R) permits public companies to adopt its requirements using one of two methods. On April 14, 2005, the SEC adopted a new rule amending the compliance dates for SFAS 123(R). Companies may elect to apply this statement either prospectively, or on a modified version of retrospective application under which financial statements for prior periods are adjusted 1on a basis consistent with the pro forma disclosures required for those periods under SFAS 123.

Effective commencing on the year ended September 30, 2008, the Company has fully adopted the provisions of SFAS No. 123(R) and related interpretations as provided by SAB 107. As such, compensation cost is measured on the date of grant as the fair value of the share-based payments. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant.

Recent Accounting Pronouncements

The Company has adopted all recently issued accounting pronouncements.  The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial statements.

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WELLESLEY CAPITAL MANAGEMENT CORP.

(f/k/a TheWebDigest Corp.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2012

NOTE 4 - EQUITY TRANSACTIONS

In September, 2007, the Company issued 9,000,000 shares of common stock to Steven Adelstein, our sole officer and director for $9,000 at $0.001 for the purchase of 150 internet domain names and the production and development of three (3) of these web portals.

In October, 2009, the Company issued 1,000,000 shares of common stock to 42 investors in accordance with Form S-1 (commission file #333-151485) for cash and consideration of $10,000.

In September, 2011, the company issued 2,000,000 shares of common stock to Steven Adelstein, our sole officer and director for $20,000 at $0.01 for conversion of debt.

In December, 2011, the company issued 1,000,000 shares of common stock to consultants for services rendered in the total amount of $10,000 at $0.01 valuation per common share.

In March, 2012, the company issued 4,500,000 shares of common stock to consultants for services rendered in a total amount of $45,000 at $0.01 valuation per common share.

In April, 2012, the company filed, amended and restated Articles of Incorporation with the Secretary of State of Florida which:

· changed the name of the corporation to Wellesley Capital Management Corp.

· increased the number of authorized shares of common stock from 100,000,000 shares to 500,000,000 shares and fixed a par value of $0.001 per share,

· included indemnification provisions customary under Florida law, as well as election not to be governed by the provisions of the Florida Business Corporation Act governing affiliated transactions and an election not to be governed by the provisions related to control share acquisitions.

The Company has no outstanding options and warrants at June 30, 2012.

NOTE 5 - CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”). At June 30, 2012, the Company had no amounts in excess of the FDIC insured limit.

NOTE 6 - RELATED PARTY TRANSACTIONS

From time to time, the Company borrows from its sole officer and director, Steven Adelstein. At June 30, 2012, the Company owed $7,950 and at December 31, 2011, the Company owed $5,000.

The Company does not lease or rent any property. Office space and services are provided without charge by Steven Adelstein, sole officer and director. Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein.

The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.

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WELLESLEY CAPITAL MANAGEMENT CORP.

(f/k/a TheWebDigest Corp.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2012

NOTE 7 – NOTE PAYABLE-RELATED PARTY

The Company had entered into an agreement with an independent contractor to produce and develop the initial five (5) domain names as informational web sites for a total amount of $30,000. At December 31, 2011, the total amount ($30,000) of our obligation is classified on the financials as accounts payable.  At June 30, 2012, it is classified as a note payable-related party based on the issuance of a promissory note dated 4/30/12, and has the following salient terms and conditions:

· Due date December 31, 2012 including interest (6%) and principal

· Note holder is Tammi Shnider and/or assigns, the adult daughter of Steven Adelstein, the Company’s sole officer and director

· The Note (including principal and interest) is convertible into common shares at $0.125 per share at the sole discretion of Note holder

· The Company can pre-pay the Note and accrued interested without penalty

NOTE 8 – INTELLECTUAL PROPERTY

The company owns in excess of 175 domain names having different subject matters within each specific domain name. It is the company’s policy to expense all costs related of the renewal paid to the domain registrar, research and development as these web portals are produced and developed.

NOTE 9 – SUBSEQUENT EVENTS

We have evaluated events and transactions that occurred subsequent to December 31, 2011 through July 24, 2012, the date the financial statements were issued, for potential recognition or disclosure in the accompanying financial statements.  Other than the disclosures above, we did not identify any events or transactions that should be recognized or disclosed in the accompanying financial statements.

The Company has been approached by a third party whereby assets would be contributed into common shares. The company is currently evaluating this proposal and there are no assurances that an agreement would be executed and, if executed, actually closed.

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

The following discussion and analysis should be read in conjunction with our consolidated financial statements, including the notes thereto, appearing in this Form 10-Q and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 filed on February 27, 2012 with the Securities and Exchange Commission and are hereby referenced.

The statements in this report include forward-looking statements.  These forward-looking statements are based on our management’s current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations.  You should not rely upon these forward-looking statements as predictions of future events because we cannot assure you that the events or circumstances reflected in these statements will be achieved or will occur.  You can identify a forward-looking statement by the use of the forward-terminology, including words such as “may”, “will”, “believes”, “anticipates”, “estimates”, “expects”, “continues”, “should”, “seeks”, “intends”, “plans”, and/or words of similar import, or the negative of these words and phrases or other variations of these words and phrases or comparable terminology.  These forward-looking statements relate to, among other things: our sales, results of operations and anticipated cash flows; capital expenditures; depreciation and amortization expenses; sales, general and administrative expenses; our ability to maintain and develop relationship with our existing and potential future customers; and, our ability to maintain a level of investment that is required to remain competitive.  Many factors could cause our actual results to differ materially from those projected in these forward-looking statements, including, but not limited to: variability of our revenues and financial performance; risks associated with technological changes; the acceptance of our products in the marketplace by existing and potential customers; disruption of operations or increases in expenses due to our involvement with litigation or caused by civil or political unrest or other catastrophic events; general economic conditions, government mandates and conditions in the gaming/entertainment industry in particular; and, the continued employment of our key personnel and other risks associated with competition.

For a discussion of the factors that could cause actual results to differ materially from the forward-looking statements see the “Liquidity and Capital Resources” section under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this item of this report and the other risks and uncertainties that are set forth elsewhere in this report or detailed in our other Securities and Exchange Commission reports and filings.  We believe it is important to communicate our expectations. However, our management disclaims any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

Wellesley Capital Management Corp. is a development stage Company incorporated in September 2007 to establish ourselves as internet informational portals. We intend to develop and market our web portals and sell sponsorship rights through various marketing and advertising procurement channels throughout the United States and foreign territories. The Company business plan provides for each web portal to have sponsors that pay an annual fee (to be established as our marketing program develops) for a rotating sponsorship banner displayed on our web portal including a hyperlink to the sponsor’s web site. Our individual web portals, as developed, contain information specific to the subject matter as described in each web domain.

Going Concern

Our financial statements have been prepared on the basis of accounting principles applicable to a going concern. As a result, they do not include adjustments that would be necessary if we were unable to continue as a going concern and would therefore be obligated to realize assets and discharge our liabilities other than in the normal course of operations.  As reflected in the accompanying financial statements, the Company is in the development stage with no revenues, has used cash flows in operations of $76,950 from inception of September 17, 2007 to June 30, 2012 and has an accumulated deficit of ($148,450) through June 30, 2012 and ($94,000) at December 31, 2011.

This raises substantial doubt about our ability to continue as a going concern, as expressed by our auditors in its opinion on our financial statements included in this report. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan.

We have not yet established an ongoing source of revenues sufficient to cover our operating costs and allow us to continue as a going concern.  Our ability to continue as a going concern is dependent on us obtaining adequate capital to fund operating losses until we become profitable.  If we are unable to obtain adequate capital, we could be forced to cease operations.  There can be no assurance that we will operate at a profit or additional debt or equity financing will be available, or if available, can be obtained on satisfactory terms.

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Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis.  The preparation of financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. On an on-going basis, management evaluates these estimates and assumptions, including but not limited to those related to revenue recognition and the impairment of long-lived assets, goodwill and other intangible assets. Management bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Stock Compensation

The Company adopted SFAS No. 123R,Share-Based Payment(“SFAS 123R”), which requires all stock-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The Company accounts for stock-based compensation arrangements with nonemployees in accordance with the Emerging Issues Task Force Abstract No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling Goods or Services. The Company records the expense of such services to employees and non employees based on the estimated fair value of the equity instrument using the Black-Scholes pricing model.

Revenue Recognition

The Company recognizes revenue on arrangements in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements’ and No. 104, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.

Product sales and shipping revenues, net of promotional discounts, rebates, and return allowances, are recorded when the products are shipped and title passes to customers. Retail sales to customers are made pursuant to a sales contract that provides for transfer of both title and risk of loss upon our delivery to the carrier. Return allowances, which reduce product revenue, are estimated using historical experience. Revenue from product sales and services rendered is recorded net of sales taxes. Amounts received in advance for subscription services, are deferred and recognized as revenue over the subscription term.

Outlook

The most important metric by which we judge the Company’s performance now and in the near term is top line sales growth. Our current commitment to develop and deliver quality products means that, for the near future, bottom line profitability will be a poor indicator of our success.

Since investors and advances from related parties are certain to be the primary, near term source of liquidity to support our development and marketing efforts, our liquidity will be driven by our ability to attract repeat investments from current shareholders and to find new ones. This in turn may be materially impacted by the general investment climate.

Our primary marketing challenge for the coming 12 months is to achieve market awareness through our web portals currently under development and anticipated to be completed for beta testing in the fourth quarter of 2012. Additionally, management is seeking new acquisitions to complement existing products and developing future sources of revenue.

Our primary marketing challenge for the coming 12 months is to achieve market awareness through our various web portals currently under development and anticipated to be completed for beta testing in the latter part of 2012.

Revenues

As our revenues commence, we plan to invest in marketing and sales by increasing the number of direct sales throughout our web portal to build brand awareness. We expect that in the future, marketing and sales expenses will increase in absolute dollars commencing in the fourth quarter of 2012 when our websites should be completed with its beta testing and is available for customers. We do not expect our revenues to increase significantly until 2013 unless management can acquire and/or develop other sources of business revenues.

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General and Administrative Expenses

We expect that general and administrative expenses associated with executive compensation will increase in the future. Although our current president, chief financial officer and sole director have foregone full salary payments during the initial stages of the business, anticipated to commence revenues in the fourth quarter of 2012. In addition, we believe in the latter part of the 2012 fiscal year that the compensation packages required to attract the senior executives the Company requires to execute against its business plan will increase our total general and administrative expenses.

Summary of Consolidated Condensed Results of Operations

Any measurement and comparison of revenues and expenses from continuing operations should not be considered necessarily indicative or interpolated as the trend to forecast our future revenues and results of operations.

Results for the Three (3) Months Ended June 30, 2012 and 2011

Revenues. The Company’s revenues for the three (3) months ended June 30, 2012 and 2011 were $0. From inception through June 30, 2012, the company had $0 revenues.

Legal and Accounting Expenses.Legal and Accounting expenses for the three (3) months ended June 30, 2012 were $1,600 as compared to $900 for the three (3) months ended June 30, 2011.  The increase in expense of $700 relates to the normalization of the development stage of operating expenses and the reporting requirements as mandated by the Securities and Exchange Commission.

General and Administrative Expenses. General and administrative expenses for the three (3) months ended June 30, 2012 were $3,400 compared to $1,000 for the three (3) months ended June 30, 2011. These are the normal and recurring expenses that we anticipate occurring on a quarterly basis.

Net Loss. Net loss for the three (3) months ended June 30, 2012 was ($5,000) compared to ($2,000) for the three (3) months ended June 30, 2011. The increase in loss of ($3,000) relates to the normalization of the development stage of operating expenses and the reporting requirements as mandated by the Securities and Exchange Commission.

Results for the Six (6) Months Ended June 30, 2012 and 2011

Revenues. The Company’s revenues for the six (6) months ended June 30, 2012 and 2011 were $0. From inception through June 30, 2012, the company had $0 revenues.

Legal and Accounting Expenses.Legal and Accounting expenses for the six (6) months ended June 30, 2012 were $3,100 as compared to $1,400 for the six (6) months ended June 30, 2011.  The increase in expense of $1,700 relates to the normalization of the development stage of operating expenses and the reporting requirements as mandated by the Securities and Exchange Commission.

Consulting Fees. Consulting fee expenses for the six (6) months ended June 30, 2012 were $45,000 as compared to $0 for the six (6) months ended June 30, 2011. The increase in expense of $45,000 was a direct result of the Company’s review of its business plan, objectives and the pre-planning associated with the development of our websites and the expansion potential with various business alternatives.

General and Administrative Expenses. General and administrative expenses for the six (6) months ended June 30, 2012 were $6,350 compared to $1,500 for the six (6) months ended June 30, 2011. These are the normal and recurring expenses that we anticipate occurring on a quarterly basis.

Net Loss. Net loss for the six (6) months ended June 30, 2012 was ($54,450) compared to ($3,000) for the six (6) months ended June 30, 2011. The increase in loss of ($51,450) was a direct result of the Company’s utilization of consultants during six (6) months ended June 30, 2012 in evaluating and analyzing the company’s’ business plan and potential future endeavors.

Impact of Inflation

We believe that the rate of inflation has had negligible effect on our operations.  We believe we can absorb most, if not all, increased non-controlled operating costs by increasing sales prices, when producing revenue and by operating our Company in the most efficient manner possible.

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Liquidity and Capital Resources

The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. Since its inception, the Company has been funded by its related parties and through its initial public offering.

As of June 30, 2012 and December 31, 2011, total current assets were $0.

As of June 30, 2012, total current liabilities were $54,450, which consisted of $30,000 of Note payable, $5,000 of accounts payable, $11,500 of accrued expenses and $7,950 of loans from related parties.  As of December 31, 2011, total current liabilities were $45,000, which consisted of $30,000 of accounts payable for development of our web portals, $10,000 of accrued expenses and $5,000 of loans from related parties.  We had net working capital deficit of ($54,450) as of June 30, 2012, compared to net working deficit capital of ($45,000) at December 31, 2011.

During the six (6) months ended June 30, 2012, operating activities used cash of $32,950 and used cash of $76,950 from inception through June 30, 2012. Cash flows from financing activities consist primarily of cash generated through the company’s initial public offering, loans and conversion of debt to equity from related parties from September 17, 2007 (inception) through June 30, 2012.

Material Commitments

We entered into an agreement with a third party independent contractor to produce and develop our initial five (5) web portals for a total of $30,000. The independent contractor is revising the web portals whereby the company is anticipating the review and beta testing to commence fourth quarter of 2012. This obligation ($30,000) was transferred to the adult daughter of our sole officer and director and on April 30, 2012, a Note was entered into by the Company. We are redesigning our web portals with anticipated beta-testing in the latter part of 2012.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements or any anticipate entering into any off-balance 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 are material to investors.

Recent Accounting Pronouncements

The company has adopted all recently issued accounting pronouncements. The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Not applicable for a smaller reporting company.

Item 4.  Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that the information required to be disclosed in the reports that we file under the Securities Exchange Act of 1934 are recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our President, who also serves as our principal financial and accounting officer, as appropriate, to allow timely decisions regarding required disclosures.

In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of our President, who also serves as our principal financial and accounting officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of our first fiscal quarter covered by this report. Based on the foregoing, our President concluded that our disclosure controls and procedures were effective at the reasonable assurance level.

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There has been no change in our internal controls over financial reporting during our first fiscal quarter ending June 30, 2012 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II OTHER INFORMATION

Item 1.  Legal Proceeding.

None.

Item 1A.  Risk Factors.

There have been no material changes from the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2011.

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.

Item 5.  Other Information.

None.

Item 6.  Exhibits

(a)          Exhibits

Exhibit No.	Description
31.1	Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
31.2	Rule 13a-14(a)/15d-14(a) Certification of Principal Accounting and Financial Officer
32.1	Section 1350 Certification of Principal Executive Officer and Principal Accounting and Financial Officer
101*	XBRL data files of Financial Statements and Notes contained in this Quarterly Report on Form 10-Q

* In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed.”

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.

		WELLESLEY CAPITAL MANAGEMENT CORP.
DATE:  July 31, 2012	By:	/s/ Steven Adelstein
		Steven Adelstein
		President, Principal Executive Officer and Principal Accounting and Financial Officer

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