Attached files
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EX-32.1 - CERTIFICATIONS PURSUANT TO SECTION 906 OF SARBANES OXLEY ACT OF 2002 - WLMG HOLDING INC | f10q093009ex32i_wlmg.htm |
EX-31.1 - CERTIFICATIONS PURSUANT TO SECTION 302 OF SARBANES OXLEY ACT OF 2002 - WLMG HOLDING INC | f10q093009ex31i_wlmg.htm |
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, 2009
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 October 23, 2009: 6,665,000 shares of Common Stock.
WLMG
HOLDING, INC.
FORM
10-Q
September
30, 2009
INDEX
PART I-- FINANCIAL
INFORMATION
|
||
Item
1.
|
Financial
Statements
|
1
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition
|
10
|
Item
3
|
Quantitative
and Qualitative Disclosures About Market Risk
|
13
|
Item
4T.
|
Control
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.
|
Submission
of Matters to a Vote of Security Holders
|
14
|
Item
5.
|
Other
Information
|
14
|
Item
6.
|
Exhibits
and Reports on Form 8-K
|
14
|
SIGNATURE
|
15
|
|
Item
1. Financial Information
WLMG
HOLDINGS, INC.
(A
DEVELOPMENT STAGE COMPANY)
CONTENTS
PAGE
|
1
|
CONDENSED
BALANCE SHEETS AS OF SEPTEMBER 30, 2009 (UNAUDITED) AND DECEMBER 31,
2008.
|
PAGE
|
2
|
CONDENSED
STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTH PERIODS ENDED
SEPTEMBER 30, 2009 AND 2008, AND FOR THE PERIOD FROM FEBRUARY 28, 2007
(INCEPTION) TO SEPTEMBER 30, 2009 (UNAUDITED).
|
PAGE
|
3
|
CONDENSED
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE PERIOD FROM
FEBRUARY 28, 2007 (INCEPTION) TO SEPTEMBER 30, 2009
(UNAUDITED).
|
PAGE
|
4
|
CONDENSED
STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND
2008 AND FOR THE PERIOD FEBRUARY 28, 2007 (INCEPTION) TO SEPTEMBER 30,
2009 (UNAUDITED).
|
PAGES
|
5 -
9
|
NOTES
TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED).
|
(A
Development Stage Company)
|
||||||||
Condensed
Balance Sheets
|
||||||||
ASSETS
|
||||||||
September 30, 2009
|
December 31, 2008
|
|||||||
(Unaudited)
|
||||||||
Current
Assets
|
||||||||
Cash
|
$ | 16,961 | $ | 175,943 | ||||
Prepaid Expenses - License
|
11,656 | - | ||||||
Total Current Assets
|
28,617 | 175,943 | ||||||
Other
Assets
|
||||||||
Prepaid Expenses - License
|
17,947 | - | ||||||
Total Other Assets
|
17,947 | - | ||||||
Total
Assets
|
$ | 46,564 | $ | 175,943 | ||||
LIABILITIES AND STOCKHOLDERS'
EQUITY
|
||||||||
Current
Liabilities
|
||||||||
Accounts Payable
|
$ | 950 | $ | 16,738 | ||||
Total
Liabilities
|
950 | 16,738 | ||||||
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,
6,665,000 and 6,675,000 shares
issued and outstanding, respectively
|
6,665 | 6,765 | ||||||
Additional
paid-in capital
|
183,335 | 189,335 | ||||||
Accumulated
Deficit During the Development Stage
|
(144,386 | ) | (36,895 | ) | ||||
Total
Stockholders' Equity
|
45,614 | 159,205 | ||||||
Total
Liabilities and Stockholders' Equity
|
$ | 46,564 | $ | 175,943 | ||||
|
1
(A
Development Stage Company)
|
||||||||||||||||||||
Condensed Statements
of Operations
|
||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||
For
the Three Months Ended
|
For
the Nine Months Ended
|
For
the Period From
|
||||||||||||||||||
September
30, 2009
|
September
30, 2008
|
September
30, 2009
|
September
30, 2008
|
February
28, 2007 (Inception) to September 30, 2009
|
||||||||||||||||
Operating
Expenses
|
||||||||||||||||||||
Professional
fees
|
$ | 27,300 | $ | 1,131 | $ | 92,491 | $ | 1,131 | $ | 119,361 | ||||||||||
General
and administrative
|
10,372 | 1,300 | 15,000 | 4,073 | 25,025 | |||||||||||||||
Total
Operating Expenses
|
37,672 | 2,431 | 107,491 | 5,204 | 144,386 | |||||||||||||||
Loss
from Operations Before Provision for Income Taxes
|
(37,672 | ) | (2,431 | ) | (107,491 | ) | (5,204 | ) | (144,386 | ) | ||||||||||
Provision
for Income Taxes
|
- | - | - | - | - | |||||||||||||||
Net
Loss
|
$ | (37,672 | ) | $ | (2,431 | ) | $ | (107,491 | ) | $ | (5,204 | ) | $ | (144,386 | ) | |||||
Net
Loss Per Share - Basic and Diluted
|
$ | (0.01 | ) | $ | (0.00 | ) | $ | (0.02 | ) | $ | (0.00 | ) | ||||||||
Weighted
average number of shares outstanding
|
||||||||||||||||||||
during
the period - Basic and Diluted
|
6,665,000 | 5,276,264 | 6,670,128 | 5,132,088 | ||||||||||||||||
2
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,
2009
|
||||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||
Preferred
stock
|
Common
stock
|
Deficit
|
||||||||||||||||||||
$.001
Par Value
|
$.001
Par Value
|
Additional
|
accumulated
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
|
- | - | - | - | 3,900 | - | 3,900 | |||||||||||||||
Net
loss for the nine months ended September 30, 2009
|
- | - | - | - | - | (107,491 | ) | (107,491 | ) | |||||||||||||
Balance
September 30, 2009
|
- | $ | - | 6,665,000 | $ | 6,665 | $ | 183,335 | $ | (144,386 | ) | $ | 45,614 | |||||||||
3
WLMG
Holding, Inc.
|
||||||||||||
(A
Development Stage Company)
|
||||||||||||
Condensed
Statements of Cash Flows
|
||||||||||||
(Unaudited)
|
||||||||||||
For
the Nine Months Ended
|
For
the Nine Months Ended
|
For
the Period From
|
||||||||||
September
30, 2009
|
September
30, 2008
|
February
28, 2007 (Inception) to September 30, 2009
|
||||||||||
Cash
Flows From Operating Activities:
|
||||||||||||
Net
Loss
|
$ | (107,491 | ) | $ | (5,204 | ) | $ | (144,386 | ) | |||
Adjustment
to reconcile net loss to net cash used in
operations
|
||||||||||||
In
kind contribution of services
|
3,900 | 3,900 | 13,500 | |||||||||
Changes
in operating assets and liabilities:
|
||||||||||||
Increase
in prepaid expenses
|
(29,603 | ) | - | (29,603 | ) | |||||||
Decrease/Increase
in accounts payable
|
(15,788 | ) | 835 | 950 | ||||||||
Net
Cash Used In Operating Activities
|
(148,982 | ) | (469 | ) | (159,539 | ) | ||||||
Cash
Flows From Financing Activities:
|
||||||||||||
Refund
for cancelled stock subscriptions
|
(10,000 | ) | - | (10,000 | ) | |||||||
Proceeds
from issuance of common stock
|
- | 71,500 | 186,500 | |||||||||
Net
Cash Provided by (Used In) Financing Activities
|
(10,000 | ) | 71,500 | 176,500 | ||||||||
Net
Increase (Decrease) in Cash
|
(158,982 | ) | 71,031 | 16,961 | ||||||||
Cash
at Beginning of Period
|
175,943 | 15,913 | - | |||||||||
Cash
at End of Period
|
$ | 16,961 | $ | 86,944 | $ | 16,961 | ||||||
Supplemental disclosure of cash flow
information:
|
||||||||||||
Cash
paid for interest
|
$ | - | $ | - | $ | - | ||||||
Cash
paid for taxes
|
$ | - | $ | - | $ | - |
4
WLMG
HOLDING, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30,
2009
(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 Financial Accounting Standards
No. 128, “Earnings per Share.” As of September 30, 2009 and 2008,
respectively, there were no common share equivalents outstanding.
5
WLMG
HOLDING, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30,
2009
(UNAUDITED)
(E) Income
Taxes
The
Company accounts for income taxes under the Statement of Financial Accounting
Standards No. 109, “Accounting for Income Taxes” (“Statement
109”). Under Statement 109, 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 Statement 109, 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
June 2009, the FASB issued SFAS No. 166 “Accounting for Transfers of Financial
Assets—an amendment of FASB Statement No. 140” (“SFAS 166”). SFAS 166 improves
the relevance, representational faithfulness, and comparability of the
information that a reporting entity provides in its financial statements about a
transfer of financial assets; the effects of a transfer on its financial
position, financial performance, and cash flows; and a transferor’s continuing
involvement, if any, in transferred financial assets. SFAS 166 is effective as
of the beginning of each reporting entity’s first annual reporting period that
begins after November 15, 2009, for interim periods within that first annual
reporting period and for interim and annual reporting periods thereafter. The
Company is evaluating the impact the adoption of SFAS 166 will have on its
financial statements.
6
WLMG
HOLDING, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30,
2009
(UNAUDITED)
In June 2009, the FASB issued SFAS No. 167
“Amendments to FASB Interpretation No. 46(R)” (“SFAS 167”). SFAS 167 improves
financial reporting by enterprises involved with variable interest entities and
to address (1) the effects on certain provisions of FASB Interpretation No. 46
(revised December 2003), “Consolidation of Variable Interest Entities”, as a
result of the elimination of the qualifying special-purpose entity concept in
SFAS 166 and (2) constituent concerns about the application of certain key
provisions of Interpretation 46(R), including those in which the accounting and
disclosures under the Interpretation do not always provide timely and useful
information about an enterprise’s involvement in a variable interest entity.
SFAS 167 is effective as of the beginning of each reporting entity’s first
annual reporting period that begins after November 15, 2009, for interim periods
within that first annual reporting period, and for interim and annual reporting
periods thereafter. The Company is evaluating the impact the adoption of SFAS
167 will have on its financial statements.
In
June 2009, the FASB issued SFAS No. 168 “The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles—a
replacement of FASB Statement No. 162”. The FASB Accounting Standards
Codification (“Codification”) will be the single source of authoritative
nongovernmental U.S. generally accepted accounting principles. Rules and
interpretive releases of the SEC under authority of federal securities laws are
also sources of authoritative GAAP for SEC registrants. SFAS 168 is effective
for interim and annual periods ending after September 15, 2009. All existing
accounting standards are superseded as described in SFAS 168. All other
accounting literature not included in the Codification is nonauthoritative. The
Codification did not have a significant impact on the Company’s financial
statements.
(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 will recognize revenue on arrangements in accordance with Securities and
Exchange Commission Staff Accounting Bulletin No. 101, “Revenue Recognition in
Financial Statements” and No. 104, “Revenue Recognition”. In all
cases, revenue will be 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 financial statements, the Company is in the
development stage with no operations, has an accumulated deficit of $144,386 for
the period from February 28, 2007 (inception) to September 30, 2009,
and has negative cash flow from operations of $159,539 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.
7
WLMG
HOLDING, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30,
2009
(UNAUDITED)
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' EQUITY
Common Stock Issued for
Cash
For
the period February 28, 2007 (inception) to September 30, 2009 the Company
issued 1,765,000 shares of common stock for cash of $176,500
($0.10/share).
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 nine months ended September 30, 2009, a shareholder of the Company
contributed services having a fair value of $3,900 (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).
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 will remain in effect until cancelled by either
party.
8
WLMG
HOLDING, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30,
2009
(UNAUDITED)
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 will be due on May 13, 2009 and $15,000 will be
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, 2009, the Company paid the full $35,000 in accordance with the
licensing agreement and is amortizing the cost over the term of the
agreement.
NOTE
5 RELATED PARTY TRANSACTIONS
The
President of the Company contributed an estimated $13,500 worth of services to
the Company from February 28, 2007 (Inception) to September 30, 2009. 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)
NOTE
6 SUBSEQUENT EVENT
In preparing these financial statements, the Company has evaluated events and
transactions for potential recognition or disclosure through October 16, 2009,
the date the financial statements were issued.
9
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.
|
10
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
nine months ended September 30, 2009 our total operating expenses were $107,491
compared to total operating expenses $5,204 for the nine months ended September
30, 2008.
Our net
loss for the nine months ended September 30, 2009 was ($107,491) compared to a
net loss of ($5,204) for the nine months ended September 30, 2008. We continue
to incur losses as our business plan has not been implemented.
For the
three months ended September 30, 2009 our total operating expenses were $37,672
compared to total operating expenses $2,431 for the three months ended September
30, 2008.
Our net
loss for the three months ended September 30, 2009 was ($37,672) compared to a
net loss of ($2,431) for the three months ended September 30, 2008.
For the
period from February 28, 2007 (Inception) to September 30, 2009 our total
operating expenses were $144,386.
Liquidity
and Capital Resources
As of
September 30, 2009 we have $ 16,961 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
September 30, 2009, we had $16,961 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 $144,386 for the period from February 28, 2007 (inception) to September 30,
2009, and have negative cash flow from operations of $159,539 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 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.
11
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 if 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 June
2009, the FASB issued SFAS No. 166 “Accounting for Transfers of Financial
Assets—an amendment of FASB Statement No. 140” (“SFAS 166”). SFAS 166 improves
the relevance, representational faithfulness, and comparability of the
information that a reporting entity provides in its financial statements about a
transfer of financial assets; the effects of a transfer on its financial
position, financial performance, and cash flows; and a transferor’s continuing
involvement, if any, in transferred financial assets. SFAS 166 is effective as
of the beginning of each reporting entity’s first annual reporting period that
begins after November 15, 2009, for interim periods within that first annual
reporting period and for interim and annual reporting periods thereafter. The
Company is evaluating the impact the adoption of SFAS 166 will have on its
financial statements.
In June
2009, the FASB issued SFAS No. 167 “Amendments to FASB Interpretation No. 46(R)”
(“SFAS 167”). SFAS 167 improves financial reporting by enterprises involved with
variable interest entities and to address (1) the effects on certain provisions
of FASB Interpretation No. 46 (revised December 2003), “Consolidation of
Variable Interest Entities”, as a result of the elimination of the qualifying
special-purpose entity concept in SFAS 166 and (2) constituent concerns about
the application of certain key provisions of Interpretation 46(R), including
those in which the accounting and disclosures under the Interpretation do not
always provide timely and useful information about an enterprise’s involvement
in a variable interest entity. SFAS 167 is effective as of the beginning of each
reporting entity’s first annual reporting period that begins after November 15,
2009, for interim periods within that first annual reporting period, and for
interim and annual reporting periods thereafter. The Company is evaluating the
impact the adoption of SFAS 167 will have on its financial
statements.
In
June 2009, the FASB issued SFAS No. 168 “The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles—a
replacement of FASB Statement No. 162”. The FASB Accounting Standards
Codification (“Codification”) will be the single source of authoritative
nongovernmental U.S. generally accepted accounting principles. Rules and
interpretive releases of the SEC under authority of federal securities laws are
also sources of authoritative GAAP for SEC registrants. SFAS 168 is effective
for interim and annual periods ending after September 15, 2009. All existing
accounting standards are superseded as described in SFAS 168. All other
accounting literature not included in the Codification is nonauthoritative. The
Codification did not have a significant impact on the Company’s
financial statements.
Off Balance Sheet
Transactions
We have
no off-balance sheet arrangements.
12
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.
13
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. Submission of Matters to a Vote of Security
Holders.
None.
Item
5. Other Information.
None
Item
6. Exhibits and Reports of Form 8-K.
(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
(b)
Reports of Form 8-K
None.
14
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:
October 23, 2009
|
By:
|
/s/
Steven Mitchem
|
Steven
Mitchem
|
||
Principal
Executive Officer,
Director, President,
Chief
Executive Officer
|
WLMG
HOLDING, INC.
|
||
Date:
October 23, 2009
|
By:
|
/s/
Eugene Whitmire
|
Eugene
Whitmire
|
||
Principal
Financial Officer,
Director,
Chief Financial Officer,
Secretary,
Treasurer
|
15