WLMG Holding (WHLX) 10-Q 2010 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

FORM 10-Q

_______________

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

For the quarterly period ended September 30, 2010

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

 For the transition period from ______to______.

WLMG HOLDING, INC.

 (Exact name of registrant as specified in Charter

DELAWARE	333-158088	45-0560453
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(IRS Employee Identification No.)

4540 Southside Boulevard, Suite 603

Jacksonville, Florida 32216

 (Address of Principal Executive Offices)

 _______________

(904) 724-9868

 (Issuer Telephone number)

_______________

(Former Address 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 Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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 o 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 filer.  See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large Accelerated Filer o    Accelerated Filer o     Non-Accelerated Filer o     Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.

Yes ¨ No x

State the number of shares outstanding of each of the issuer’s classes of common equity, as of November 12, 2010:  7,170,000 shares of Common Stock.  

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WLMG HOLDING, INC.

FORM 10-Q

September 30, 2010

INDEX

PART I-- FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13
Item 4T.	Controls and Procedures	13
PART II--OTHER INFORMATION
Item 1.	Legal Proceedings	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.	(Removed & Reserved)	14
Item 5.	Other Information	14
Item 6.	Exhibits	14
SIGNATURE		15

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PART I – FINANCIAL INFORMATION 

Item 1. Financial Statements

WLMG HOLDING, INC.

(A DEVELOPMENT STAGE COMPANY)
 

CONTENTS

PAGE	4	CONDENSED BALANCE SHEETS AS OF SEPTEMBER 30, 2010 (UNAUDITED) (CONSOLIDATED) AND DECEMBER 31, 2009.
PAGE	5	CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2010 (UNAUDITED) (CONSOLIDATED) AND 2009, AND FOR THE PERIOD FROM FEBRUARY 28, 2007 (INCEPTION) TO SEPTEMBER 30, 2010 (UNAUDITED) (CONSOLIDATED).
PAGE	6	CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE PERIOD FROM FEBRUARY 28, 2007 (INCEPTION) TO SEPTEMBER 30, 2010 (UNAUDITED) (CONSOLIDATED).
PAGE	7	CONDENSED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2010 (UNAUDITED) (CONSOLIDATED) AND 2009 AND FOR THE PERIOD FROM FEBRUARY 28, 2007 (INCEPTION) TO SEPTEMBER 30, 2010 (UNAUDITED) (CONSOLIDATED).
PAGES	8 - 10	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED).

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WLMG Holding, Inc.

(A Development Stage Company)

Condensed Balance Sheets

ASSETS
	September 30, 2010			December 31, 2009
	Consolidated
	(Unaudited)
Current Assets
Cash	$	4,522		$	4,375
Investment in real estate, net		514,412			-
Total Assets	$	518,934		$	4,375
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable	$	6,298		$	1,800
Accrued real estate taxes		12,677			-
Due to affiliates		966			-
Total Liabilities		19,941			1,800
Commitments and Contingencies		-			-
Stockholders' Equity
Preferred stock, $0.001 par value; 5,000,000 shares authorized, none, issued and outstanding		-			-
Common stock,  $0.001 par value; 100,000,000 shares authorized, 7,170,000 and 6,665,000 shares issued and outstanding, respectively		7,170			6,665
Additional paid-in capital		709,723			184,635
Accumulated deficit during the development stage		(217,900	)		(188,725	)
Total Stockholders' Equity		498,993			2,575
Total Liabilities and Stockholders' Equity	$	518,934		$	4,375

See accompanying notes to condensed unaudited financial statements

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WLMG Holding, Inc.

(A Development Stage Company)

 Condensed Statements of Operations

(Unaudited)

													For the Period From
													February 28, 2007 (Inception) to September 30, 2010
	For the Three Months Ended						For the Nine Months Ended
	September 30, 2010			September 30, 2009			September 30, 2010			September 30, 2009
	Consolidated						Consolidated						Consolidated
Revenue	$	-		$	-		$	-		$	-		$	-
Operating Expenses
Professional fees		3,716			27,300			20,997			92,491			182,993
General and administrative		3,404			10,372			8,378			15,000			33,296
Total Operating Expenses		7,120			37,672			29,375			107,491			216,289
Other Income/(Expense)
Other income		-			-			200			-			200
Total Other Income					-			200			-			200
Loss from Operations Before Provision for Income Taxes		(7,120	)		(37,672	)		(29,175	)		(107,491	)		(216,089	)
Provision for Income  Taxes		-			-			-			-			1,811
Net Loss	$	(7,120	)	$	(37,672	)	$	(29,175	)	$	(107,491	)	$	(217,900	)
Net Loss Per Share  - Basic and Diluted	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.02	)
Weighted average number of shares outstanding during the period - Basic and Diluted		6,846,949			6,665,000			7,170,000			6,670,128

See accompanying notes to condensed unaudited financial statements

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WLMG Holding, Inc.

(A Development Stage Company)

 Condensed Statement of Changes in Stockholders' Equity

For the Period From February 28, 2007 (Inception) to September 30, 2010

(Unaudited)

														Deficit
	Preferred stock				Common stock									Accumulated
	$.001 Par Value				$.001 Par Value						Additional			During			Total
											Paid-in			Development			Stockholders'
	Shares		Amount		Shares			Amount			Capital			Stage			Equity
Balance February 28, 2007 (Inception)		-	$	-		-		$	-		$	-		$	-		$	-
In kind contribution of services		-		-		-			-			4,400			-			4,400
Common stock issued for cash ($0.10/Sh)		-		-		60,000			60			5,940			-			6,000
Common stock issued to founder for cash ($0.002/Sh)		-		-		5,000,000			5,000			5,000			-			10,000
Net loss for the period February 28, 2007 (Inception ) to December 31, 2007		-		-		-			-			-			(10,233	)		(10,233	)
Balance December 31, 2007		-		-		5,060,000			5,060			15,340			(10,233	)		10,167
Common stock issued for cash ($0.10/Sh)		-		-		1,705,000			1,705			168,795			-			170,500
In-kind contribution of services		-		-		-			-			5,200			-			5,200
Net loss December 31, 2008		-		-		-			-			-			(26,662	)		(26,662	)
Balance December 31, 2008		-		-		6,765,000			6,765			189,335			(36,895	)		159,205
Cancelled stock subscriptions		-		-		(100,000	)		(100	)		(9,900	)		-			(10,000	)
In-kind contribution of services		-		-		-			-			5,200			-			5,200
Net loss December 31, 2009		-		-		-			-			-			(151,830	)		(151,830	)
Balance December 31, 2009		-		-		6,665,000			6,665			184,635			(188,725	)		2,575
In-kind contribution of services		-		-		-			-			3,900			-			3,900
Cash contributed by stockholder		-		-		-			-			16,693			-			16,693
Common stock issued ($1/Sh)		-		-		505,000			505			504,495			-			505,000
Net loss for the nine month period ended September 30, 2010		-		-		-			-			-			(29,175	)		(29,175	)
Balance September 30, 2010 (Consolidated)		-	$	-		7,170,000		$	7,170		$	709,723		$	(217,900	)	$	498,993

See accompanying notes to condensed unaudited financial statements

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WLMG Holding, Inc.

(A Development Stage Company)

Condensed Statements of Cash Flows

(Unaudited)

							For the Period From
							February 28, 2007
	For the Nine Months Ended						(Inception) to
	September 30, 2010			September 30, 2009			September 30, 2010
	Consolidated						Consolidated
Cash Flows From Operating Activities:
Net Loss	$	(29,175	)	$	(107,491	)	$	(217,900	)
Adjustment to reconcile net loss  to net cash used in operations
In kind contribution of services		3,900			3,900			18,700
Changes in current assets and liabilities:
Decrease in prepaid expenses		-			(29,603	)		-
Increase/(decrease) in accounts payable		4,498			(15,788	)		6,298
Increase in accrued liabilities		12,677			-			12,677
Net Cash Used In Operating Activities		(8,100	)		(148,982	)		(180,225	)
Cash Flows From Investing Activities:
Purchase of real estate		(514,412	)		-			(514,412	)
Net Cash Used In Investing Activities		(514,412	)		-			(514,412	)
Cash Flows From Financing Activities:
Refund for cancelled stock subscriptions		-			(10,000	)		(10,000	)
Due to Affiliates		966			-			966
Cash contributions from shareholder		16,693			-			16,693
Proceeds from issuance of common stock		505,000			-			691,500
Net Cash Provided by (Used In) Financing Activities		522,659			(10,000	)		699,159
Net Increase (Decrease) in Cash		147			(158,982	)		4,522
Cash at Beginning of Period		4,375			175,943			-
Cash at End of Period	$	4,522		$	16,961		$	4,522
Supplemental disclosure of cash flow information:
Cash paid for interest	$	50		$	-		$	50
Cash paid for taxes	$	-		$	-		$	1,811
Supplemental disclosure of non-cash financing activities:	$	-		$	-		$	-

See accompanying notes to condensed unaudited financial statements

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WLMG HOLDING, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2010

(UNAUDITED)

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A) Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information.  Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.

It is management's opinion, however that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statements presentation.  The results for the interim period are not necessarily indicative of the results to be expected for the year.

Activities during the development stage include developing the business plan and raising capital.

(B) Principles of Consolidation

The consolidated financial statements include the financial statements of WLMG Holding, Inc. and its wholly-owned subsidiary Boggy Creek Villas, LLC (from June 21, 2010, Inception to September 30, 2010).

All intercompany transactions, balances and gains or losses on transactions between parent and subsidiary were eliminated as part of the consolidation process.

(C) Use of Estimates

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period.  Actual results could differ from those estimates.

(D) Cash and Cash Equivalents

For purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents.

(E) Investments in Real Estate

Investments in real estate are carried at historical cost, less accumulated depreciation and amortization.  Depreciation and amortization are recorded on a straight-line basis over the estimated useful lives as follows:

Buildings                                         5-27.5 years

Improvements and replacements are capitalized when they extend the useful life, increase capacity, or improve the efficiency of the asset.  Repairs and maintenance are charged to expense as incurred.

Costs related to the acquisition, development, construction, and improvement of properties are capitalized.  Interest, real estate taxes, insurance, and other development related costs incurred during the construction periods are capitalized and depreciated on the same basis as the related assets.

(F) Loss Per Share

Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by FASB Accounting Standards Codification Topic 260, “Earnings Per Share.” As of September 30, 2010 and 2009, respectively, there were no common share equivalents outstanding.

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WLMG HOLDING, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2010

(UNAUDITED)

(G) Income Taxes

The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”).  Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the 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 expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

(H) Business Segments

The Company operates in one segment and therefore segment information is not presented.

(I) Fair Value of Financial Instruments

The carrying amounts of the Company’s financial instruments including accounts payable accrued expenses and due to affiliates, approximate fair value due to the relatively short period to maturity for these instruments.

(J) Revenue Recognition

The Company recognized revenue on arrangements in accordance with FASB Codification Topic 605, “Revenue Recognition” (“ASC Topic 605”).  Under ASC Topic 605, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.

NOTE 2 GOING CONCERN

As reflected in the accompanying unaudited condensed consolidated financial statements, the Company is in the development stage with no operations, has a working capital deficiency of $15,419, an accumulated deficit of $217,900 for the period from February 28, 2007 (inception) to September 30, 2010, and has negative cash flow from operations of $180,225 from inception. This raises substantial doubt about its ability to continue as a going concern. 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. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.

NOTE 3 DUE TO AFFILIATES

During the nine months ended September 30, 2010, affiliates of the Company paid expenses on behalf of the Company of $965. The amount loaned is non-interest bearing and due on demand (See Note 6).

NOTE 4 STOCKHOLDERS’ EQUITY

Common Stock Issued for Cash

On June 21, 2010, the Company issued 505,000 shares of common stock for cash of $505,000 ($1.00/share).

For the year ending December 31, 2008, the Company issued 1,705,000 shares of common stock for cash of $170,500 ($0.10/share).

For the period February 28, 2007 (inception) to December 31, 2007, the Company issued 5,000,000 founder shares of common stock for cash of $10,000 ($0.002/share) (See Note 5) and 60,000 shares of common stock for cash of $6,000 ($0.10/share).

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WLMG HOLDING, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2010

(UNAUDITED)

In kind Contribution of Services

For the nine months ended June 30, 2010, a shareholder of the Company contributed services having a fair value of $3,900 (See Note 5).

For the year ended December 31, 2009, a shareholder of the Company contributed services having a fair value of $5,200(See Note 5).

For the year ended December 31, 2008, the shareholder of the Company contributed service having a fair value of $5, 200 (See Note 5).

For the period from February 28, 2007 (inception) through December 31, 2007 the shareholder of the Company contributed services having a fair value of $4,400 (See Note 5).

Refund of Subscriptions

In January 2009, the Company refunded the stock subscriptions of two stockholders in the amount of $10,000 and subsequently cancelled 100,000 shares of common stock.

NOTE 5 COMMITMENTS

On April 13, 2009, the Company entered into a licensing agreement with Internet Consulting Services, Inc.   The initial payment of $10,000 was made on April 13, 2009 upon entering into the agreement.  Per the agreement, an additional $10,000 was due on May 13, 2009 and $15,000 was due on September 13, 2009.  The agreement terminates on April 13, 2012; it may be renewed for successive one year terms.  As of September 30, 2010 the Company paid and expensed the $35,000 in accordance with the licensing agreement.

NOTE 6 RELATED PARTY TRANSACTIONS

The President of the Company contributed an estimated $18,700 worth of services to the Company from February 28, 2007 (Inception) to September 30, 2010. The Company has treated these services as additional paid-in capital (See Note 3).

The Company also issued 5,000,000 founder shares of common stock for cash of $10,000 ($0.002/share) (See Note 3)

During the nine months ended September 30, 2010, affiliates of the Company paid expenses on behalf of the Company of $966. The amount loaned is non-interest bearing and due on demand (See Note 3).

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

The information contained in Item 2 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.

Overview

We were incorporated in Delaware on February 28, 2007.  Our initial plan of operations was to out-license original television programming aimed at young adults as well as internet sites.  We planned to distribute our unique and proprietary programs by out-licensing the rights for broadcast, cable, satellite, Internet and/or home video production to unrelated third parties that are independently engaged in the promotion and distribution of consumer programming.  We were unable to execute our business and have appointed Gregory Laubach, as our new Chief Executive Officer and Director to cease our previous operation and shift our business to the appraisal, purchase, development and leasing of multi-family residential and commercial real estate.

Our initial focus has been on identifying properties in Florida.  The Florida multi-family residential and commercial property market has been hard hit by the recent economic downturn.  Properties in this marketplace are selling at significant discounts below 2007 property values.  Foreclosed and bank repossessed real estate owned (REO) properties are at an even greater discount to the previous market highs.

We will seek out opportunities to manage or purchase real estate properties and intend to enhance our capabilities by adding personnel or entering joint ventures with companies that have a similar strategic focus.

We will identify suitable real estate projects to purchase, develop and/or manage. Such property owners may include banks, investment funds, developers and individual owners; our management intends to utilize its contacts among these entities to facilitate such relationships. The funding of the cash required to consummate any property development, acquisition and/or purchase will likely consist of a private placement of debt and/or equity securities possibly through the assistance of a broker-dealer.

Limited Operating History

We were incorporated in Delaware on February 28, 2007. We have no significant financial resources and limited revenues to date. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered by a small developing company starting a new business enterprise and the highly competitive environment in which we will operate. Since we have a limited operating history, we cannot assure you that our business will be profitable or that we will ever generate sufficient revenues to meet our expenses and support our anticipated activities

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Results of Operations

For the nine months ended September 30, 2010 our total operating expenses were $29,375 compared to total operating expenses $107,491 for the nine months ended September 30, 2009.  The decrease in operating expenses was principally due to a decrease in professional fees from $92,491 for the nine months ended September 30, 2009 to $20,997 for the nine months ended September 30, 2010.

Our net loss for the nine months ended September 30, 2010 was ($29,175) compared to a net loss of ($107,491) for the nine months ended September 30, 2009. We continue to incur losses as our prior business plan was not implemented and we have recently changed our business plan to focus on the appraisal, purchase, development and leasing of multi-family residential and commercial real estate.

Liquidity and Capital Resources

As of September 30, 2010, we had $4,522 in cash. During the second quarter, we changed our business plan and began investing and managing real estate properties.  This is a material change in our business and we will need additional capital to pursue this new business.

The Company currently does not have enough cash to satisfy its minimum cash requirements for the next twelve months. The Company is going to rely on loans from our officers and directors to meet the short term cash requirements. However, the present state of the Company’s liquidity and capital resources raises substantial doubt about our ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement our business plan.

It is uncertain how much money will be required to satisfy our minimum cash requirements and rehabilitate and maintain the property owned by Boggy Creek Villas, LLC, a wholly-owned subsidiary of the Company.  We will continue to evaluate alternative sources of capital to meet our requirements, including other asset or debt financing, issuing equity securities and entering into financing arrangements. There can be no assurance, however, that any of the contemplated financing arrangements described herein will be available and, if available, can be obtained on terms favorable to the Company.

Going Concern

As of September 30, 2010, we had $4,522 in cash. Cash and cash equivalents from inception to date have been sufficient to cover expenses involved in starting our business. We will require additional funds to continue to implement and expand our business plan during the next twelve months.

We currently do not have enough cash to satisfy our minimum cash requirements for the next twelve months. As reflected in the accompanying condensed unaudited financial statements, we are in the development stage with no operations, have a working capital deficiency of $15,419, an accumulated deficit of $217,900 for the period from February 28, 2007 (inception) to September 30, 2010, and have negative cash flow from operations of $180,225 from inception.   This raises substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional capital and implement our business plan. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concer n. 

Management believes that actions presently being taken to obtain additional funding through either debt or equity financing as well as the steps it is taking to pursue its business plan and generate revenue will provide us the opportunity to continue as a going concern.

Critical Accounting Policies

The Company’s financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasona ble under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

12

Our significant accounting policies are summarized in Note 1 of our financial statements. While all of these significant accounting policies impact the Company’s financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on the Company and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our financial position or liquidity, results of operations or cash flows for the periods presented.

Off Balance Sheet Transactions

We have no off-balance sheet arrangements.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller reporting companies.

Item 4T.  Controls and Procedures

a)   Evaluation of Disclosure Controls. Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), as amended, the Company carried out an evaluation, with the participation of the Company’s management, including Greg Laubach, our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, Mr. Laubach concluded that the Company’s disclosure controls and procedures are e ffective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including Mr. Laubach, as appropriate, to allow timely decisions regarding required disclosure.

(b)   Changes in internal control over financial reporting. There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

We are currently not involved in any litigation that we believe could have a material adverse effect on the financial condition or results of operations of the Company. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of the Company or any of its subsidiaries, threatened against or affecting the Company, its common stock, any of its subsidiaries or of the Company's or its subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A.   Risk Factors

Not required for smaller reporting companies.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

There were no sales of equity securities during the three months ended September 30, 2010.

Item 3.    Defaults Upon Senior Securities

None

Item 4.    (Removed & Reserved)

Item 5.    Other Information

None

Item 6.     Exhibits

(a)             Exhibits

31.1 Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002

32.1 Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	WLMG HOLDING, INC.
Date: November 15, 2010	By:	/s/ Gregory L. Laubach
		Gregory L. Laubach
		Chief Executive Officer and Chief Financial Officer

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