WLMG Holding (WHLX) 10-Q 2010 Q1 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 March 31, 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
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(IRS Employee Identification No.)

3008 County Clare Road

Greensboro, NC 27407

 (Address of Principal Executive Offices)

 _______________

(336) 253-6667

 (Issuer Telephone number)

_______________

 (Former Name or 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 x No ¨

State the number of shares outstanding of each of the issuer’s classes of common equity, as of as of May 13, 2010:  6,665,000 shares of Common Stock.  

WLMG HOLDING, INC.

FORM 10-Q

March 31, 2010

INDEX

PART I-- FINANCIAL INFORMATION
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition	9
Item 3	Quantitative and Qualitative Disclosures About Market Risk	12
Item 4T.	Control and Procedures	12
PART II--OTHER INFORMATION
Item 1	Legal Proceedings	13
Item 1A	Risk Factors	13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3.	Defaults Upon Senior Securities	13
Item 4.	Removed & Reserved	13
Item 5.	Other Information	13
Item 6.	Exhibits	13
SIGNATURE		14

Item 1. Financial Information

WLMG HOLDING, INC.

(A DEVELOPMENT STAGE COMPANY)

CONTENTS

PAGE	1	CONDENSED BALANCE SHEETS AS OF MARCH 31, 2010 (UNAUDITED) AND DECEMBER 31, 2009.
PAGE	2	CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009, AND FOR THE PERIOD FROM FEBRUARY 28, 2007 (INCEPTION) TO MARCH 31, 2010 (UNAUDITED).
PAGE	3	CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY/(DEFICIT) FOR THE PERIOD FROM FEBRUARY 28, 2007 (INCEPTION) TO MARCH 31, 2010 (UNAUDITED).
PAGE	4	CONDENSED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009 AND FOR THE PERIOD FEBRUARY 28, 2007 (INCEPTION) TO MARCH 31, 2010 (UNAUDITED).
PAGES	5 - 8	NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED).

1

WLMG Holding, Inc.
(A Development Stage Company)
Condensed Balance Sheets
ASSETS
	March 31, 2010			December 31, 2009
	(Unaudited)
Current Assets
Cash	$	2,906		$	4,375
Total Assets		2,906			4,375
LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)
Current Liabilities
Accounts payable	$	8,229		$	1,800
Total Liabilities		8,229			1,800
Commitments and Contingencies
Stockholders' Equity/(Deficit)
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,
6,665,000 and 6,665,000 shares issued and outstanding, respectively		6,665			6,665
Additional paid-in capital		185,935			184,635
Accumulated Deficit During the Development Stage		(197,923	)		(188,725	)
Total Stockholders' Equity/(Deficit)		(5,323	)		2,575
Total Liabilities and Stockholders' Equity/(Deficit)	$	2,906		$	4,375

See accompanying notes to condensed unaudited financial statements.

1

WLMG Holding, Inc.
(A Development Stage Company)
Condensed Statements of Operations
(Unaudited)
	For the Three Months Ended						For the Period From February 28, 2007 (Inception) to
	March 31, 2010			March 31, 2009			March 31, 2010
Revenue	$	-		$	-		$	-
Operating Expenses
Professional fees		7,555			32,873			169,551
General and administrative		1,843			2,377			26,761
Total Operating Expenses		9,398			35,250			196,312
Other Income
Gain on settlement		200			-			200
Total Other Income		200			-			200
Loss from Operations Before Provision for Income Taxes		(9,198	)		(35,250	)		(196,112	)
Provision for Income  Taxes		-			-			1,811
Net Loss	$	(9,198	)	$	(35,250	)	$	(197,923	)
Net Loss Per Share  - Basic and Diluted	$	(0.00	)	$	(0.01	)
Weighted average number of shares outstanding
during the period - Basic and Diluted		6,665,000			6,680,556

See accompanying notes to condensed unaudited financial statements.

2

WLMG Holding, Inc.
(A Development Stage Company)
Condensed Statement of Changes in Stockholders' Equity/(Deficit)
For the Period From February 28, 2007 (Inception) to March 31, 2010
(Unaudited)
	Preferred stock				Common stock									Deficit accumulated			Total
	$.001 Par Value				$.001 Par Value						Additional			during			Stockholders'
											Paid-in			development			Equity/
	Shares		Amount		Shares			Amount			Capital			stage			(Deficit)
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		-		-		-			-			1,300			-			1,300
Net loss for the period ended March 31, 2010		-		-		-			-			-			(9,198	)		(9,198	)
Balance March 31, 2010		-	$	-		6,665,000		$	6,665		$	185,935		$	(197,923	)	$	(5,323	)

See accompanying notes to condensed unaudited financial statements.

3

WLMG Holding, Inc.
(A Development Stage Company)
Condensed Statements of Cash Flows
(Unaudited)
							For the Period From
	For the Three Months Ended March 31, 2010			For the Three Months Ended March 31, 2009			February 28, 2007 (Inception) to March 31, 2010
Cash Flows From Operating Activities:
Net Loss	$	(9,198	)	$	(35,250	)	$	(197,923	)
Adjustment to reconcile net loss  to net cash used in operations
In kind contribution of services		1,300			1,300			16,100
Changes in operating assets and liabilities:
(Decrease)/Increase in accounts payable		6,429			(7,414	)		8,229
Net Cash  Used In Operating Activities		(1,469	)		(41,364	)		(173,594	)
Cash Flows From Financing Activities:
Refund for cancelled stock subscriptions		-			(10,000	)		(10,000	)
Cash received from subscription receivable
Proceeds from issuance of common stock		-			-			186,500
Increase/(Decrease) in Subscriptions Receivable
Net Cash Provided by (Used In) Financing Activities		-			(10,000	)		176,500
Net Increase (Decrease) in Cash		(1,469	)		(51,364	)		2,906
Cash at Beginning of Period		4,375			175,943			-
Cash at End of Period	$	2,906		$	124,579		$	2,906
Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	-		$	-
Cash paid for taxes	$	-		$	-		$	1,811

See accompanying notes to condensed unaudited financial statements.

4

WLMG HOLDING, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF MARCH 31, 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) 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.

(C) 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.

(D) 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 March 31, 2010 and 2009, respectively, there were no common share equivalents outstanding.

(E) Income Taxes

5

WLMG HOLDING, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF MARCH 31, 2010

(UNAUDITED)

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.

 (F) Business Segments

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

(G) Recent Accounting Pronouncements

In October 2009, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standard Update (“ASU”) No. 2009-13, which addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services separately rather than as a combined unit and modifies the manner in which the transaction consideration is allocated across the separately identified deliverables. The ASU significantly expands the disclosure requirements for multiple-deliverable revenue arrangements. The ASU will be effective for the first annual reporting period beginning on or after June 15, 2010, and may be applied retrospectively for all periods presented or prospectively to arrangements entered into or materially modified after the adoption date. Early adoption is permitted, provided that the guidance is retroactively applied to the beginning of the year of adoption. The Company does not expect the adoption of ASU No. 2009-13 to have any effect on its financial statements upon its required adoption on January 1, 2011.

(H) Fair Value of Financial Instruments

The carrying amounts on the Company’s financial instruments including accounts payable, approximate fair value due to the relatively short period to maturity for this instrument.

(I) 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.

6

WLMG HOLDING, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF MARCH 31, 2010

(UNAUDITED)

NOTE 2  GOING CONCERN

As reflected in the accompanying unaudited financial statements, the Company is in the development stage with no operations, has an accumulated deficit of $197,923 for the period from February 28, 2007 (inception) to March 31, 2010, and has negative cash flow from operations of $173,594 from inception.  In addition, there is a working capital deficiency and stockholders’ deficiency of $5,323 as of March 31, 2010. 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 STOCKHOLDERS’ DEFICIT

Common Stock Issued for Cash

For the period February 28, 2007 (inception) to December 31, 2008, the Company issued 1,765,000 shares of common stock for cash of $176,500 ($0.10/share).

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

In kind Contribution of Services

For the period ended March 31, 2010, a shareholder of the Company contributed services having a fair value of $1,300 (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 shareholders of the Company contributed service having a fair value of $5, 200 (See Note 5).

7

WLMG HOLDING, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF MARCH 31, 2010

(UNAUDITED)

For the period from February 28, 2007 (inception) through December 31, 2007 the shareholders 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 4 COMMITMENTS

On November 1, 2008 the Company entered into a consulting agreement which provides for monthly administrative and other miscellaneous services.  The Company is required to pay $5,000 a month beginning November 1, 2008.  The agreement was terminated effective December 1, 2009.

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 December 31, 2009, the Company impaired the $35,000 licensing agreement as it was determined it had no future value.

During the three months ending March 31, 2010, the Company received $200 as a settlement over the license agreement. This amount was recorded as a gain on settlement. There will be no further amounts paid to the Company in connection with the termination of this agreement.

NOTE 5 RELATED PARTY TRANSACTIONS

The President of the Company contributed an estimated $16,100 worth of services to the Company from February 28, 2007 (Inception) to March 31, 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)

8

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.

Plan of Operation

We anticipate being able to support a number of licensing agreements sold through our sales agency for a fee equal to a percentage of gross receipts.  However, we require outside capital to convert additional programming to DVD and to promote a more robust DVD product line through direct-to-consumer channels.

We intend to launch a direct-to-consumer marketing program that includes retail point-of-sale, direct mail, MTV infomercials and direct response advertising on USA late-night TV.  In addition, we may contract with a consulting company to assist with an internet sales strategy. Projected revenues generated by our growth plan vary in direct correlation to the amount of marketing spending we are able to deploy using proceeds we are able to raise.

We intend to accomplish our growth plans by reaching the following milestones:

1.   We believe that we will raise sufficient capital to begin our efforts to grow revenues through increased DVD product availability and direct-to-consumer DVD sales.

2.   We will begin to develop a targeted marketing plan aimed at growing licensing and direct sales of our DVD product line.  We also intend to convert more programs to DVD for licensing or sale, which we believe will require production expenses of $45,000 to $80,000.

3.   Primary marketing and production oversight related to the business will be handled by our president and CEO.  We will consider hiring a part-time employee to facilitate additional licensing activity and assist in market research.  The time commitment of the position will depend upon the scale of our growth, but we believe it will require a minimum of $15,000 to hire the personnel needed to assist with this activity.

4.   After we have finalized our marketing planning and grown our DVD inventory,  we intend to launch a targeted two-pronged sales and marketing campaign: (a) we plan to increase the demand for newly converted DVD product through screening DVDs, increased trade listings, promotional mailings and posters and presence at major industry markets; and (b) we will market the sale of DVDs directly to consumers by employing several previously effective promotional vehicles, including retail point-of-sale, direct mail, and MTV infomercials.  We also plan to develop a consumer website and to test direct response advertising on USA late-night TV.

9

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

Results of Operations

For the three months ended March 31, 2010 our total operating expenses were $9,398 compared to total operating expenses $35,250 for the three months ended March 31, 2009.  The decrease in operating expenses was due to a decrease in professional fees from $32,873 for the three months ended March 31, 2009 to $7,555 for the three months ended March 31, 2010.

Our net loss for the three months ended March 31, 2010 was ($9,198) compared to a net loss of ($35,250) for the three months ended March 31, 2009. We continue to incur losses as our business plan has not been implemented.

Liquidity and Capital Resources

As of March 31, 2010 we have $ 2,906 in cash.

At the present time, we have not made any arrangements to raise additional cash.  If we need additional cash and are unable to raise it, we will either have to suspend or cease our growth plans entirely. 

Going Concern

As of March 31, 2010, we had $2,906 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 financial statements, we are in the development stage with no operations, have an accumulated deficit of $197,923 for the period from February 28, 2007 (inception) to March 31, 2010, and have negative cash flow from operations of $173,594 from inception. In addition, there is a working capital deficiency and stockholder deficiency of $5,323 as of March 31, 2010.  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 g oing concern. 

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.

10

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 reasonable 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.

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.

Recent Accounting Pronouncements

In October 2009, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standard Update (“ASU”) No. 2009-13, which addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services separately rather than as a combined unit and modifies the manner in which the transaction consideration is allocated across the separately identified deliverables. The ASU significantly expands the disclosure requirements for multiple-deliverable revenue arrangements. The ASU will be effective for the first annual reporting period beginning on or after June 15, 2010, and may be applied retrospectively for all periods presented or prospectively to arrangements entered into or materially modified after the adoption date. Early adoption is permitted, provi ded that the guidance is retroactively applied to the beginning of the year of adoption. The Company does not expect the adoption of ASU No. 2009-13 to have any effect on its financial statements upon its required adoption on January 1, 2011.

Off Balance Sheet Transactions

We have no off-balance sheet arrangements.

11

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

The Company is subject to certain market risks, including changes in interest rates and currency exchange rates.  The Company does not undertake any specific actions to limit those exposures.

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”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s 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, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are effective 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 the Company’s CEO and CFO, 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.

12

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 our financial condition or results of operations. 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 our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A.   Risk Factors.

None

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

None.

Item 3.    Defaults Upon Senior Securities.

None.

Item 4.    (Removed & Reserved).

None.

Item 5.    Other Information.

None

Item 6.     Exhibits

(a)             Exhibits

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

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

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

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

13

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: May 13, 2010	By:	/s/ Steven Mitchem
		Steven Mitchem
		Principal Executive Officer, Director, President, Chief Executive Officer

	WLMG HOLDING, INC.
Date: May 13, 2010	By:	/s/ Eugene Whitmire
		Eugene Whitmire
		Principal Financial Officer, Director, Chief Financial Officer, Secretary, Treasurer

14