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 March 31, 2021

 

[  ]	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)

 

110 Front Street

Suite 300

Jupiter, FL 33477

(Address of principal executive offices, including zip code)

 

(561) 240-0333

(Registrant’s telephone number, including area code)

 

Securities Registered pursuant to Section 12(b) of the Act.

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock par value $0.001		WSCO		OTCQB

 

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 [X] No [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule- 12b-2 of the Exchange Act. -(Check one):

 

	Large accelerated filer	[  ]	Accelerated filer	[  ]
	Non-accelerated filer	[X]	Smaller reporting company	[X]
	Emerging growth company	[  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act [  ]

 

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 April 27, 2021
Common stock, $0.001 par value		26,922,006

 

 

 

TABLE OF CONTENTS

 

	Page
PART I - FINANCIAL INFORMATION	1
Item 1. Financial Statements	1
Condensed Balance Sheets	1
Condensed Statements of Operations - Unaudited	2
Condensed Statement of Changes in Stockholders’ Deficit - Unaudited	3
Condensed Statements of Cash Flows - Unaudited	4
Notes to Condensed Financial Statements - Unaudited	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
Item 3. Quantitative and Qualitative Disclosure About Market Risk.	10
Item 4. Controls and Procedures.	11
PART II - OTHER INFORMATION	12
Item 1. Legal Proceedings.	12
Item 1A. Risk Factors.	12
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	12
Item 3. Defaults upon Senior Securities.	12
Item 4. Mine Safety Disclosures	12
Item 5. Other Information.	12
SIGNATURES	13

 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

WALL STREET MEDIA CO, INC.

Condensed Balance Sheets

 

		March 31, 2021				September 30, 2020
		(Unaudited)
ASSETS
Current Assets
Cash		$	5,021			$	9,384
Accounts receivable-related party			5,000				5,000
Prepaid expenses			5,000				-
Total current assets			15,021				14,384
Deposit			578				578
Total Assets		$	15,599			$	14,962
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accrued interest payable – related party		$	5,292			$	5,441
Notes payable-related party			91,500				91,500
Total current liabilities			96,792				96,941
Total Liabilities			96,792				96,941
Commitments and Contingencies (Note 4)
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; 26,922,006 issued and outstanding at March 31, 2021 and September 30, 2020			26,922				26,922
Additional paid-in capital			1,298,056				1,298,056
Accumulated deficit			(1,406,171	)			(1,406,957	)
Total stockholders’ deficit			(81,193	)			(81,979	)
Total Liabilities and Stockholders’ Deficit		$	15,599			$	14,962

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 

WALL STREET MEDIA CO, INC.

Condensed Statements of Operations

(Unaudited)

 

		For the three months ended								For the six months ended
		March 31, 2021				March 31, 2020				March 31, 2021				March 31, 2020
Revenues:
Contracted services-related party		$	15,000			$	17,000			$	35,000			$	45,500
Total Revenues			15,000				17,000				35,000				45,500
Operating Expenses:
Internet and hosting services			-				625				-				625
Office and administrative			2,420				2,608				4,539				4,514
Professional fees			13,289				19,414				27,824				29,819
Total Operating Expenses			15,709				22,647				32,363				34,958
Income (Loss) From Operations			(709	)			(5,647	)			2,637				10,542
Other Expense
Interest expense-related party			(915	)			(925	)			(1,851	)			(1,845	)
Total Other Expense			(915	)			(925	)			(1,851	)			(1,845	)
Net income (loss)		$	(1,624	)		$	(6,572	)		$	786			$	8,697
Net income (loss) per share - basic and diluted		$	(0.00	)		$	(0.00	)		$	0.00			$	0.00
Weighted average number of common shares - Basic and Diluted			26,922,006				26,922,006				26,922,006				26,922,006

 

The accompanying notes are an integral part of these unaudited condensed financial statements

 

 

WALL STREET MEDIA CO., INC.

Condensed Statement of Changes in Stockholders’ Deficit

For the three and six months ended March 31, 2020

 

										Additional								Total
		Common Stock								Paid-in				Accumulated				Stockholders’
		Shares Issued				Amount				Capital				Deficit				Deficit
Balance at September 30, 2019			26,922,006			$	26,922				$1 ,298,056			$	(1,419,761	)		$	(94,783	)
Net income			-				-				-				15,269				15,269
Balance at December 31, 2019			26,922,006			$	26,922			$	1,298,056			$	(1,404,492	)		$	(79,514	)
Net loss			-				-				-				(6,572	)			(6,572	)
Balance at March 31, 2020			26,922,006			$	26,922			$	1,298,056			$	(1,411,064	)		$	(86,086	)

 

WALL STREET MEDIA CO., INC.

Condensed Statement of Changes in Stockholders’ Deficit

For the three and six months ended March 31, 2021

 

										Additional								Total
		Common Stock								Paid-in				Accumulated				Stockholders’
		Shares Issued				Amount				Capital				Deficit				Deficit
Balance at September 30, 2020			26,922,006			$	26,922				$1 ,298,056			$	(1,406,957	)		$	(81,979	)
Net income			-				-				-				2,410				2,410
Balance at December 31, 2020			26,922,006			$	26,922			$	1,298,056			$	(1,404,547	)		$	(79,569	)
Net loss			-				-				-				(1,624	)			(1,624	)
Balance at March 31, 2021			26,922,006			$	26,922			$	1,298,056			$	(1,406,171	)		$	(81,193	)

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 

WALL STREET MEDIA CO, INC.

Condensed Statements of Cash Flows

(Unaudited)

 

		For the Six				For the Six
		Months Ended				Months Ended
		March 31, 2021				March 31, 2020
Cash flows from Operating Activities:
Net income		$	786			$	8,697
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable – related party			-				(7,000	)
(Increase) in prepaid expenses			(5,000	)			-
(Decrease) in accrued interest payable - related party			(149	)			(8,155	)
Net cash used in operating activities			(4,363	)			(6,458	)
Cash flows from Financing Activities:
Proceeds from notes payable			-				1,500
Net cash provided by financing activities			-				1,500
Decrease in cash during the period			(4,363	)			(4,958	)
Cash, beginning of the period			9,384				8,375
Cash, end of the period		$	5,021			$	3,417
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid in cash		$	2,000			$	-
Taxes paid in cash		$	-			$	-

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 

Wall Street Media Co, Inc.

Notes to Condensed Unaudited Financial Statements

March 31, 2021

 

Note 1 - Nature of Operations and Summary of Significant Accounting Policies

 

Nature of Operations

 

Wall Street Media Co, Inc. 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. In November 2012, the Company changed its name to Bright Mountain Holdings, Inc., and in August 2013 changed its name to Wall Street Media Co, Inc.

 

The Company provides consulting and management services to entities looking to merge with or acquire or otherwise consult with third party entities. These services are currently provided to Landmark-Pegasus, Inc., a related party (“Landmark-Pegasus”) or its clients. Landmark-Pegasus is wholly owned by John Moroney, the Company’s majority stockholder. Mr. Moroney also acts as Landmark-Pegasus’ President.

 

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 six months ended March 31, 2021, and the financial position as of March 31, 2021, 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 unaudited interim condensed financial statements should be read in conjunction with the Audited Financial Statements and Notes thereto as of and for the year ended September 30, 2020 included in our Report on Form 10-K as filed with the SEC on November 12, 2020. The September 30, 2020 balance sheet is derived from those financial statements.

 

Impact of COVID-19

 

In March 2020, the World Health Organization declared COVID-19 a global pandemic and recommended containment and mitigation measures worldwide. The Company is monitoring this closely, and although operations have not been materially affected by the COVID-19 outbreak to date, the ultimate duration and severity of the outbreak and its impact on the economic environment and business is uncertain. Accordingly, while the Company does not anticipate an impact to the operations, we cannot estimate the duration of the pandemic and potential impact on the business. In addition, a severe or prolonged economic downturn could result in a variety of risks to the business, including a possible delay in implementing the Company’s business plan. At this time, the Company is unable to estimate the ultimate impact of this event on its current or future operations.

 

 

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 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. The Company had no cash equivalents at March 31, 2021 or September 30, 2020.

 

Revenue Recognition

 

The Company recognized revenue using the five-step revenue recognition model as prescribed by ASC 606, “Revenue from Contracts with Customers”. The underlying principle of the standard is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects to receive in exchange for the goods or services. The Company adopted the standard using the modified retrospective method and the adoption did not have a material impact on its financial statements.

 

The Company provides consulting services currently to a single client which represents the Company’s only revenue source. The Company recognizes revenue when the performance obligation (i.e. consulting services) with the customer is satisfied and when the service is provided. Revenue is measured as the amount of consideration the Company expects to receive in exchange for providing the service.

 

Basic and Diluted Net Income per Common Share

 

Basic net income per share is computed by dividing the net income by the weighted average number of common shares outstanding during the period. Diluted net income per common share is computed by dividing the net income 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 at March 31, 2021 or 2020.

 

Note 2 - Going Concern

 

As reflected in the accompanying condensed financial statements, the Company generated net income of $786 and used cash in operations of $4,363 for the six month period ended March 31, 2021 and has negative working capital and a stockholders’ deficit of $81,771 and $81,193 at March 31, 2021, respectively. The foregoing raises substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance date of these financial statements. 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. In addition, the Company is actively seeking investor funding.

 

 

Note 3 – Related Party Transactions

 

During the six months ended March 31, 2021 and 2020, $35,000 and $45,500, respectively, of the Company’s revenue was derived from consulting services provided to a related party. As of March 31, 2021, $5,000 of accounts receivable remain due from this related party for consulting services performed.

 

The Company has notes payable with Landmark-Pegasus, an entity wholly owned by the Company’s majority stockholder, that accrues interest at an annual rate of 4%, and are payable on demand. The balance on the notes is $91,500 as of March 31, 2021 and September 30, 2020. As of March 31, 2021 and September 30, 2020 total interest accrued on the notes payable was $5,292 and $5,441, respectively. Balances are presented as notes payable – related party and accrued interest payable – related party, respectively, on the accompanying condensed balance sheets. During the three months ended March 31, 2021 and 2020, interest expense on the notes was $915 and $925, respectively, as presented on the accompanying condensed statement of operations as interest expense - related party. During the six months ended March 31, 2021 and 2020, interest expense on the notes was $1,851 and $1,845, respectively, as presented on the accompanying condensed statement of operations as interest expense - related party.

 

Note 4 – Commitments and Contingencies

 

From time to time, the company may be involved in asserted claims arising out of our operations in the normal course of business. As of March 31, 2021, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the Company’s results of operations.

 

 

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. (the “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. In November 2012, the Company changed its name to Bright Mountain Holdings, Inc., and in August 2013 changed its name to Wall Street Media Co, Inc.

 

The Company provides consulting and management services to entities looking to merge with or acquire or otherwise consult with third party entities. These services are currently provided to Landmark-Pegasus, Inc., a related party (“Landmark-Pegasus”) or its clients. Landmark-Pegasus is wholly owned by John Moroney, the Company’s majority shareholder. Mr. Moroney also acts as Landmark-Pegasus’ President.

 

 

Impact of COVID-19

 

In March 2020, the World Health Organization declared COVID-19 a global pandemic and recommended containment and mitigation measures worldwide. The Company is monitoring this closely, and although operations have not been materially affected by the COVID-19 outbreak to date, the ultimate duration and severity of the outbreak and its impact on the economic environment and business is uncertain. Accordingly, while the Company does not anticipate an impact to the operations, we cannot estimate the duration of the pandemic and potential impact on the business. In addition, a severe or prolonged economic downturn could result in a variety of risks to the business, including a possible delay in implementing the Company’s business plan. At this time, the Company is unable to estimate the ultimate impact of this event on its current or future operations.

 

CRITICAL ACCOUNTING POLICIES

 

In response to the Securities and Exchange Commission’s (the “SEC”) 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

 

The Company recognized revenue using the five-step revenue recognition model as prescribed by ASC 606, “Revenue from Contracts with Customers”. The underlying principle of new standard is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects to receive in exchange for the goods or services. The Company adopted the standard using the modified retrospective method and the adoption did not have a material impact on its financial statements.

 

The Company provides consulting services currently to a single client and represents the Company’s only revenue source. The Company recognizes revenue when the performance obligation (i.e. consulting services) with the customer is satisfied and when the service is provided. Revenue is measured as the amount of consideration the Company expects to receive in exchange for providing the service.

 

RESULTS OF OPERATIONS

 

FOR THE THREE MONTHS ENDED MARCH 31, 2021 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2020

 

Revenue: The Company’s revenues decreased by approximately 12% to $15,000 during the three months ended March 31, 2021 as compared to $17,000 for the three months ended March 31, 2020 due to a decrease in consulting services provided.

 

Operating Expenses: The Company’s operating expenses decreased by approximately 31% to $15,709 during the three months ended March 31, 2021 as compared to $22,647 for the three months ended March 31, 2020 primarily due to a decrease in professional fees.

 

Net loss from operations: The Company’s net loss from operations decreased approximately 87% to $709 during the three months ended March 31, 2021 from a net loss from operations of $5,647 for the three months ended March 31, 2020. The primary reason for this was due to an decrease in professional fees.

 

FOR THE SIX MONTHS ENDED MARCH 31, 2021 COMPARED TO THE SIX MONTHS ENDED MARCH 31, 2020

 

Revenue: The Company’s revenues decreased approximately 23% to $35,000 during the six months ended March 31, 2021 as compared to $45,500 for the six months ended March 31, 2020 due to a decrease in consulting services provided.

 

 

Operating Expenses: The Company’s operating expenses decreased by approximately 7% to $32,363 during the six months ended March 31, 2021 as compared to $34,958 for the six months ended March 31, 2020 primarily due to a decrease in professional fees.

 

Net income from operations: The Company’s net income from operations decreased approximately 75% to $2,637 during the six months ended March 31, 2021 from net income from operations of $10,542 for the six months ended March 31, 2020. The primary reasons for this was due to a decrease in consulting services provided, offset by a decrease in professional fees.

 

LIQUIDITY AND CAPITAL RESOURCES

 

Net cash used in operating activities was $4,363 for the six months ended March 31, 2021 as compared to net cash used in operating activities of $6,458 for the six months ended March 31, 2020. The decrease was primarily due to the decrease in net income and prepaid expenses.

 

As of March 31, 2021, the Company had $5,021 in cash. The Company has sustained losses from operations, and such losses are expected to continue. The Company’s auditors have included a “Going Concern Qualification” in their report for the year ended September 30, 2020. In addition, the Company has a working capital deficit at March 31, 2021 of $81,771 with minimal revenues. The foregoing raises substantial doubt about the Company’s ability to continue as a going concern. The Company is actively seeking to combine or merge with another operating company. There can be no assurance that the level of funding needed will be acquired or that the Company will generate sufficient revenues to sustain operations for the next twelve months. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

RELATED PERSON TRANSACTIONS

 

100% of the Company’s revenues for the quarters ended March 31, 2021 and 2020 were generated by an entity wholly owned by the Company’s majority stockholder or the entity’s clients.

 

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: An evaluation was conducted by the registrant’s principal executive officer and principal financial officer of the effectiveness of the design and operation of the registrant’s disclosure controls and procedures as of March 31, 2021. Based on that evaluation, the principal executive officer and principal financial officer concluded that the registrant’s controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that the registrant files or submits under the Securities Exchange Act of 1934, as amended (a) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (b) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. If the registrant develops new business or engages or hires a chief financial officer or similar financial expert, the registrant intends to review its disclosure controls and procedures.

 

Management is aware that there is a lack of segregation of duties due to the small number of employees dealing with general administrative and financial matters.

 

Changes in Internal Control Over Financial Reporting: There was no change in the registrant’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a–15 or Rule 15d–15 under the Securities Exchange Act of 1934 that occurred during the registrant’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

 

PART II- OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

None

 

Item 1A. Risk Factors.

 

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 Disclosures

 

Not Applicable

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits

 

(a) Exhibits

 

EXHIBIT NO.		DESCRIPTION
31.1		Section 302 Certification of Principal Executive Officer and Principal Financial Officer
32.1		Section 906 Certification

 

 

SIGNATURES

 

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: April 27, 2021	By:	/s/ Jeffrey A. Lubchansky
		Jeffrey A. Lubchansky
		President and Chief Executive Officer (principal executive officer and principal financial officer)