UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
| [X] | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
| For the quarterly period ended December 31, 2015 | |
| [ ] | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
| For the transition period from _________ to _________ |
COMMISSION FILE NUMBER 333-163439
WALL STREET MEDIA CO, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 26-4170100 | |
(State or other jurisdiction of incorporation or organization) | (IRS employer identification number) |
2001 Palm Beach Lakes Blvd – Suite 502-E West Palm Beach, FL | (888) 361-5657 | 33409 | ||
| (Address of Principal Executive Offices) | (Registrant’s telephone number, including area code) | (Zip Code) |
Copies to:
Laura Anthony, Esq.
Legal & Compliance, LLC
330 Clematis Street, Suite 217
West Palm Beach, FL 33401
(561)514-0936
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | [ ] | Accelerated filer | [ ] |
| Non-accelerated filer | [ ] | Smaller reporting company | [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Outstanding at February 5, 2016 | |
| Common stock, $0.001 par value | 26,922,007 |
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
WALL STREET MEDIA CO, INC.
| December 31, 2015 | September 30, 2015 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | 1,506 | $ | 857 | ||||
| Total current assets | 1,506 | 857 | ||||||
| Total Assets | $ | 1,506 | $ | 857 | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Notes payable – Related Parties | $ | 63,800 | $ | 63,900 | ||||
| Accounts payable and accrued expenses | 15,742 | 2,495 | ||||||
| Total current liabilities | 79,542 | 66,395 | ||||||
| Commitments and Contingencies | ||||||||
| Stockholders’ Deficit | ||||||||
| Preferred stock, $0.001 par value; 5,000,000 authorized; none issued or outstanding | - | - | ||||||
| Common stock, $0.001 par value; 195,000,000 shares authorized; 26,922,007 issued and outstanding | 26,922 | 26,922 | ||||||
| Additional paid-in capital | 1,298,056 | 1,298,056 | ||||||
| Accumulated deficit | (1,403,014 | ) | (1,390,516 | ) | ||||
| Total stockholders’ deficit | (78,036 | ) | (65,538 | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | 1,506 | $ | 857 | ||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
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WALL STREET MEDIA CO, INC.
Condensed Statements of Operations
(Unaudited)
| For the three | For the three | |||||||
| months ended | months ended | |||||||
| December 31, 2015 | December 31, 2014 | |||||||
| Revenues: | ||||||||
| Website development services and consulting services (Includes related party revenue of $20,200 and $0, respectively) | $ | 20,200 | $ | 7,580 | ||||
| Total Revenues | 20,200 | 7,580 | ||||||
| Operating Expenses: | ||||||||
| Internet & hosting services | 619 | 643 | ||||||
| Programming & development | 546 | 1,719 | ||||||
| Domain names | 19 | 305 | ||||||
| Office and administrative | 3,504 | 2,533 | ||||||
| Professional fees | 25,601 | 8,095 | ||||||
| Salaries | 2,000 | - | ||||||
| Total Operating Expenses | 32,289 | 13,295 | ||||||
| Loss From Operations | (12,089 | ) | (5,715 | ) | ||||
| Other Income/Expense | ||||||||
| Interest Income | 191 | - | ||||||
| Interest expense | (600 | ) | (70 | ) | ||||
| Total Other Income (Expense) | (409 | ) | (70 | ) | ||||
| Net loss | (12,498 | ) | (5,785 | ) | ||||
| Net loss per share - basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | ||
| Weighted average number of common shares - Basic and Diluted | 26,922,007 | 26,872,007 | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
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WALL STREET MEDIA CO, INC.
Condensed Statements of Cash Flows
(Unaudited)
| For the three | For the three | |||||||
| months ended | months ended | |||||||
| December 31, 2015 | December 31, 2014 | |||||||
| Cash flows from Operating Activities: | ||||||||
| Net loss | $ | (12,498 | ) | $ | (5,785 | ) | ||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| (Decrease) increase in accounts payable and accrued expenses | 13,147 | (7,452 | ) | |||||
| Net cash provided by (used in) operating activities | 649 | (13,237 | ) | |||||
| Cash flows from financing activities: | ||||||||
| Proceeds from issuance of note payable | - | 20,000 | ||||||
| Net cash provided by financing activities | - | 20,000 | ||||||
| Increase in cash during the period | 649 | 6,763 | ||||||
| Cash, beginning of the period | 857 | 1,332 | ||||||
| Cash, end of the period | $ | 1,506 | $ | 8,095 | ||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||
| Cash paid for interest | $ | - | $ | - | ||||
| Cash paid for income taxes | $ | - | $ | - | ||||
| Schedule of non-cash financing activities: | ||||||||
| Settlement of deferred compensation with issuance of common stock | $ | - | $ | 112,800 | ||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
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Wall Street Media Co, Inc.
Notes to condensed financial statements
December 31, 2015
(Unaudited)
Note 1 - Nature of Operations and Summary of Significant Accounting Policies
Nature of Operations
Wall Street Media Co, Inc. (“Wall Street Media”, “Company” “we” “us” “our”) was organized as Mycatalogsonline.com, Inc. in the state of Nevada on January 6, 2009. In April 2009, the Company changed its name to My Catalogs Online, Inc., and again in November 2012 to Bright Mountain Holdings, Inc. and in August 2013 to Wall Street Media Co, Inc. The Company maintains the web domain of Mycatalogsonline.com, but does no business under that name.
Basis of Presentation
The interim unaudited condensed financial statements included herein have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of the Company’s management, all adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) necessary to present fairly the results of operations and cash flows for the three months ended December 31, 2015, and the financial position as of December 31, 2015, have been made. The results of operations for such interim periods are not necessarily indicative of the operating results to be expected for the full year.
Certain information and disclosures normally included in the notes to the annual consolidated financial statements have been condensed or omitted from these interim condensed financial statements. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the Audited Consolidated Financial Statements and Notes thereto included in our Report on Form 10-K as filed with the Securities and Exchange Commission on December 23, 2015. The December 31, 2015 balance sheet is derived from those consolidated financial statements.
Use of Estimates
The financial statements are prepared in accordance with Accounting Principles Generally Accepted in the United States (“GAAP”). These accounting principles require the Company to make certain estimates, judgments and assumptions. The Company believes that the estimates, judgments and assumptions upon which it relies are reasonable based upon information available at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. The financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. Significant estimates include the valuation of equity based transactions and related services, and the valuation allowance on deferred tax assets.
Cash and Cash Equivalents
The Company considers financial instruments with original maturities of three months or less to be cash equivalents.
Revenue Recognition
In accordance with ASC 605-10, revenue is recognized when persuasive evidence of an arrangement exists, products are delivered to and accepted by the customer, economic risk of loss has passed to the customer, the price is fixed or determinable, collection is reasonably assured, and any future obligations of the Company are insignificant. These criteria are generally met during the period when the development or consulting services are provided or completed.
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Income Taxes
The Company accounts for income taxes pursuant to the provisions of ASC 740-10 “Accounting for Income Taxes,” which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.
Upon inception, the Company adopted the provisions of ASC 740-10,Accounting for Uncertain Income Tax Positions. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits. As of December 31, 2015, tax years 2015, 2014, 2013 and 2012 remain open for IRS audit. The Company has received no notice of audit from the Internal Revenue Service for any of the open tax years.
Basic and Diluted Net Loss per Common Share
Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding for the period and, if dilutive, potential common shares outstanding during the period. Potentially dilutive securities consist of the incremental common shares issuable upon exercise of common stock equivalents such as stock options and convertible debt instruments. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. There were no potentially dilutive securities outstanding as of December 31, 2015.
Recent Accounting Pronouncements
The Company does not believe these are any new accounting pronouncements that have been issued that might have a material impact on its financial statements.
Note 2 - Going Concern
As reflected in the accompanying unaudited financial statements for the three months ended December 31, 2015 and 2014, the Company reported net losses of $12,498 and $5,785, respectively. In addition, the Company has a working capital deficit of $78,036 at December 31, 2015. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to implement its business plan and continue as a going concern. Management plans to continue to pursue contracts to develop websites in efforts to generate additional revenue. In addition, the Company is actively seeking investor funding. The Company has elected to study the possibility of a merger partnership with a private entity to further the possibilities of success and the protection of the shareholders’ interests in the Company.
Note 3-Related Party Transactions
$20,200, or 100%, of the Company’s revenue during the quarter ended December 31, 2015 was derived from related parties.
In November 2014, January 2015, April 2015 and August 2015 the Company received $20,000, $20,000, $10,000 and $10,000 respectively, from the issuance of notes payable that accrue interest at an annual rate of 4%, and are payable on demand. The balance of the notes totaled $60,000 as of December 31, 2015.
During the year ended September 30, 2015, a stockholder and former officer advanced $3,800 to the Company for working capital purposes. The advance is non-interest bearing, due on demand and remains outstanding as of December 31, 2015.
Note 4 - Commitments and Contingencies
From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of December 31, 2015, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on our results of operations.
Note 5 - Concentrations
During the first quarter of the 2016 fiscal year, 100% of the Company’s revenue was from related parties.
Note 6 - Subsequent Events
On January 15, 2016, the Company received an additional $20,000 from a related party, increasing the total liability on the note referenced in Note 3 to $80,000. The liability accrues interest at 4% annually and is payable on demand.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
FORWARD-LOOKING STATEMENTS
There are statements in this quarterly report on Form 10-Q that are not historical facts. These “forward-looking statements” can be identified by use of terminology such as “believe”, “hope”, “may”, “anticipate”, “should”, “intend”, “plan”, “will”, “expect”, “estimate”, “project”, “positioned”, “strategy”, and similar expressions. Although management believes that the assumptions underlying the forward-looking statements included in this Quarterly Report are reasonable, they do not guarantee our future performance, and are subject to certain risks, uncertainties and assumptions that are difficult to predict; therefore, actual results and outcomes may differ materially from what is expressed or forecasted in any such forward-looking statements.
OVERVIEW
Wall Street Media Co, Inc. (“Wall Street Media”, “Company” “we” “us” “our”) was organized as Mycatalogsonline.com, Inc. in the state of Nevada on January 6, 2009. In April 2009, the Company changed its name to My Catalogs Online, Inc., and again in November 2012 to Bright Mountain Holdings, Inc. and in August 2013 to Wall Street Media Co, Inc. The Company maintains the web domain of Mycatalogsonline.com, but does no business under that name.
The Company formerly owned 100% of the outstanding common stock of Catalog Enterprises, Inc. which was formed in March 2009, for the purpose of acquiring and maintaining domain names for future. Catalogs Enterprises was formally dissolved with the Secretary of the State of Florida in 2013 and all stock shares were cancelled.
CRITICAL ACCOUNTING ESTIMATES
In response to the SEC’s financial reporting release, FR-60, Cautionary Advice Regarding Disclosure About Critical Accounting Policies, the Company has selected its more subjective accounting estimation processes for purposes of explaining the methodology used in calculating the estimate, in addition to the inherent uncertainties pertaining to the estimate and the possible effects on the Company’s financial condition. These accounting estimates are discussed below. These estimates involve certain assumptions that if incorrect could create a material adverse impact on the Company’s results of operations and financial condition.
Revenue Recognition
Revenue is recognized when persuasive evidence of an arrangement exists, products are delivered to and accepted by the customer, economic risk of loss has passed to the customer, the price is fixed or determinable, collection is reasonably assured, and any future obligations of the Company are insignificant.
Revenue is derived from the primary stream of consulting services:
| · | Consulting Services: The Company provides consisting services to various businesses. Services provided are Management Advisory Services. Currently, these services are provided to a related party. |
RESULTS OF OPERATIONS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2015 COMPARED TO THE THREE MONTHS ENDED DECEMBER 31, 2014
Revenue: The Company’s revenues increased approximately 267% from $7,580 during the three months ended December 31, 2014 as compared to $20,200 for the three months ended December 31, 2015 due to an increase in consulting service fees.
Operating Expenses: The Company’s operating expenses increased approximately 243% from $13,295 during the three months ended December 31, 2014 to $32,289 for the three months ended December 31, 2015 primarily due to additional professional fees related to the transfer of shares to new shareholders and expenses related to the resignation of our former CEO and the engagement of our new interim CEO.
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Net loss from operations: The Company’s net loss from operations increased approximately 216% from $5,785 during the three months ended December 31, 2014 to net loss of $12,498 for the three months ended December 31, 2015. The primary reasons for this were additional professional fees related to the transfer of shares to new shareholders and expenses related to the resignation of our former CEO and the engagement of our new interim CEO.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided in operating activities was $649 for the three months ended December 31, 2015 as compared to $13,237 of net cash used in operating activities for the three months ended December 31, 2014. The increase was primarily due to the increase in revenues and decrease in programming and development fees and salary expense for the period.
As of January 11, 2016, the Company had approximately $6,516 in cash. The Company plans to fund ongoing operations by continuing to pursue contracts to provide consulting services in efforts to generate additional revenue. In addition, the Company is actively seeking investor funding.
GOING CONCERN
As reflected in the accompanying financial statements for the quarters ended December 31, 2015 and 2014, the Company reported net losses of $12,498 and $5,785, respectively, and provided (used) cash for operating activities of $649 and $(13,237) in 2015 and 2014, respectively. In addition, the Company has a working capital deficit of $78,036 at December 31, 2015. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The unaudited condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to implement its business plan and continue as a going concern. Management plans to continue to pursue contracts to develop websites in efforts to generate additional revenue. In addition, the Company is actively seeking investor funding. The company has elected to study the possibility of a merger partnership with a private entity to further the possibilities of success and the protection of the shareholders’ interests in the company.
RELATED PERSON TRANSACTIONS
For information on related party transactions and their financial impact, see Note 3 to the unaudited condensed consolidated financial statements.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
For information on recently issued accounting pronouncements, see Note 1 to the unaudited condensed consolidated financial statements if applicable.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources, that is material to investors.
Item 3. Quantitative and Qualitative Disclosure About Market Risk.
Not applicable to smaller reporting companies.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management conducted an evaluation, with the participation of our Chief Executive Officer, who is our principal executive officer and our principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report on Form 10-Q. Based upon that evaluation, our Chief Executive Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2015.
Changes in Internal Control Over Financial Reporting
During our most recent fiscal quarter, there has not been any change in our internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f) that has materially affected, or is reasonably likely to affect, our internal control over financial reporting.
| 7 |
None
Not applicable to smaller reporting companies.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None
Item 3. Defaults upon Senior Securities.
None
Item 4. Mine Safety Disclosure
Not Applicable
None.
(a) Exhibits
| EXHIBIT NO. | DESCRIPTION | |
| 31.1 | Section 302 Certification of Chief Executive Officer | |
| 32.1 | Section 906 Certification | |
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Extension Schema Document | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
| 8 |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Wall Street Media Co, Inc. | ||
| Date: February 8, 2016 | By: | /s/ Jeffrey A. Lubchansky |
| Jeffrey A. Lubchansky | ||
| Chief Executive Officer and President | ||
| (principal executive officer and principal financial officer) | ||
| 9 |