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 June 30, 2016 | |
| [ ] | 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 |
(877) 222-0205 | 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 August 10, 2016 | |||
| Common stock, $0.001 par value | 26,922,007 | |||
TABLE OF CONTENTS
| 2 |
PART I - FINANCIAL INFORMATION
WALL STREET MEDIA CO, INC.
| June 30, 2016 | September 30, 2015 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | 1,898 | $ | 857 | ||||
| Total current assets | 1,898 | 857 | ||||||
| Total Assets | $ | 1,898 | $ | 857 | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Note payable – Related Party | $ | 93,790 | $ | 63,900 | ||||
| Accounts payable and accrued expenses | 11,347 | 2,495 | ||||||
| Total current liabilities | 105,137 | 66,395 | ||||||
| Commitments and Contingencies | ||||||||
Stockholders’ Deficit Preferred stock, $0.001 par value; 5,000,000 shares authorized; | - | - | ||||||
| (none issued or outstanding) | ||||||||
| Common stock, $0.001 par value; 195,000,000 shares authorized;
26,922,007 issued and outstanding June 30, 2016 | 26,922 | 26,922 | ||||||
| Additional paid-in capital | 1,298,056 | 1,298,056 | ||||||
| Accumulated deficit | (1,428,217 | ) | (1,390,516 | ) | ||||
| Total stockholders’ deficit | (103,239 | ) | (65,538 | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | 1,898 | $ | 857 | ||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| F-3 |
WALL STREET MEDIA CO, INC.
Condensed Statements of Operations
(Unaudited)
| For the three months ended | For the nine months ended | |||||||||||||||
| June 30, 2016 | June 30, 2015 | June 30, 2016 | June 30, 2015 | |||||||||||||
| Revenues: | ||||||||||||||||
| Website development services & Consulting fees-related parties | $ | 2,500 | $ | 16,200 | $ | 27,700 | $ | 39,230 | ||||||||
| Total Revenues | 2,500 | 16,200 | 27,700 | 39,230 | ||||||||||||
| Operating Expenses: | ||||||||||||||||
| Internet & hosting services | - | 240 | - | 1,223 | ||||||||||||
| Programming & development | - | 2,199 | 1,166 | 6,066 | ||||||||||||
| Domain names | - | 147 | 18 | 1,082 | ||||||||||||
| Office and administrative | 985 | 2,521 | 4,542 | 7,859 | ||||||||||||
| Insurance | 325 | - | 742 | - | ||||||||||||
| Professional fees | 18,684 | 4,089 | 62,493 | 29,700 | ||||||||||||
| Listing fees | - | - | 10,000 | - | ||||||||||||
| Salaries | - | 10,000 | 2,000 | 27,000 | ||||||||||||
| Rent | 954 | - | 2,226 | - | ||||||||||||
| Total Operating Expenses | 20,948 | 19,196 | 83,187 | 72,930 | ||||||||||||
| Loss From Operations | (18,448 | ) | (2,996 | ) | (55,487 | ) | (33,700 | ) | ||||||||
| Other Income (Expense) | ||||||||||||||||
| Amortization of non-refundable fee | 13,333 | - | 20,000 | - | ||||||||||||
| Interest Income | - | - | 125 | - | ||||||||||||
| Interest expense | (946 | ) | 470 | (2,340 | ) | (890 | ) | |||||||||
| Net loss | $ | (6,061 | ) | $ | (3,466 | ) | $ | (37,702 | ) | $ | (34,590 | ) | ||||
| Net loss per share - basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | ||||
| Weighted average number of common shares - Basic and Diluted | 26,922,007 | 26,922,007 | 26,922,007 | 26,893,069 | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| F-4 |
WALL STREET MEDIA CO, INC.
Condensed Statements of Cash Flows
(Unaudited)
For the nine months ended June 30, 2016 | For the nine months ended June 30, 2015 | |||||||
| Cash flows from Operating Activities: | ||||||||
| Net loss | $ | (37,702 | ) | $ | (34,590 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
| Amortization deferred income | (20,000 | ) | - | |||||
| Changes in operating assets and liabilities: | ||||||||
| (Decrease) increase in accounts payable and accrued expenses | 8,853 | (15,522 | ) | |||||
| Net cash used in operating activities | (48,849 | ) | (50,112 | ) | ||||
| Cash flows from Financing Activities: | ||||||||
| Proceeds from non-refundable fee for Letter of Intent | 20,000 | - | ||||||
| Proceeds from loan payable stockholder | 29,890 | 50,000 | ||||||
| Net cash provided by financing activities | 49,890 | 50,000 | ||||||
| Increase (decrease) in cash during the period | 1,041 | (112 | ) | |||||
| Cash, beginning of the period | 857 | 1,332 | ||||||
| Cash, end of the period | $ | 1,898 | $ | 1,220 | ||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||
| Cash paid for interest | $ | - | $ | - | ||||
| Cash paid for income taxes | $ | - | $ | - | ||||
| SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
| 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.
| F-5 |
Wall Street Media Co, Inc. and Subsidiary
Notes to condensed financial statements
June 30, 2016
(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.
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 and nine months ended June 30, 2016, and the financial position as of June 30, 2016, 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 financial statements have been condensed or omitted from these interim condensed financial statements. Accordingly, these interim condensed financial statements should be read in conjunction with the Audited 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 June 30, 2016 balance sheet is derived from those 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.
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.
| F-6 |
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 June 30, 2016, tax years 2015, 2014, 2013 and 2012 remain open for IRS and State 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 during the three and nine months ended June 30, 2016.
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 nine months ended June 30, 2016 and 2015, the Company reported net losses of $37,702 and $34,590, respectively. In addition, the Company has a working capital deficit of $103,239 at June 30, 2016. 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
$2,500, or 100% and $27,700 or 100% of the Company’s revenue during the quarter ended June 30, 2016 and the nine months ended June 30, 2016 respectively was derived from a related party.
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 to the Majority Shareholder that accrue interest at an annual rate of 4%, and are payable on demand. During the nine months ending June 30, 2016, the Company received an additional $29,890 from the majority shareholder. The balance of the notes payable are $93,790 as of June 30, 2016. The notes carry a 4% interest rate and are payable upon demand.
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 June 30, 2016, 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
The Company is currently producing revenues from various consulting services. 100% of total revenue for the third quarter of fiscal 2016 and the nine months ended June 30, 2016 were derived from a related party.
Note 6 – Subsequent Events
None
| F-7 |
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. |
RESULTS OF OPERATIONS
FOR THE NINE MONTHS ENDED JUNE 30, 2016 COMPARED TO THE NINE MONTHS ENDED JUNE 30, 2015
Revenue: The Company’s revenues decreased approximately 74% and 29% to $2,500 and $27,700 during the three and nine months ended June 30, 2016 as compared to $9,650 and $39,230 for the nine months ended June 30, 2015 respectively due to a decrease in consulting and website development services.
Operating Expenses: The Company’s operating expenses increased approximately 9% and 14% to $20,948 and $83,187 during the three and nine months ended June 30, 2016 from $19,196 and $72,930 respectively for the three and nine months ended June 30, 2015 primarily due to an increase in legal fees.
Net loss from operations: The Company’s net loss from operations increased approximately 516% and 65% to $18,448 and $55,487 during the three and nine months ended June 30, 2016 from a net loss of $2,996 and $33,700 for the three and nine months ended June 30, 2015. The primary reason for this was the reduction in operating income and increased professional fees.
| 3 |
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operating activities was $48,849 for the nine months ended June 30, 2016 as compared to $50,112 of net cash used in operating activities for the nine months ended June 30, 2015. The decrease was primarily due to the increase in other revenues and decrease in programming and development fees and salary expense for the period.
As of July 7, 2016, the Company had approximately $1,898 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 nine months ended June 30, 2016 and 2015, the Company reported net losses of $37,702 and $34,590, respectively, and provided (used) cash for operating activities of $48,849 and $50,112 in 2016 and 2015, respectively. In addition, the Company has a working capital deficit of $103,239 at June 30, 2016. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The unaudited condensed 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 financial statements.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
For information on recently issued accounting pronouncements, see Note 1 to the unaudited condensed 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 June 30, 2016.
| 4 |
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.
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.
Item 6. Exhibits
(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 |
| 5 |
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: August 11, 2016 | By: | /s/ Jeffrey A. Lubchansky |
| Jeffrey A. Lubchansky | ||
| Chief Executive Officer and President (principal executive officer and principal financial officer) | ||
| 6 |