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 has significant experience in providing 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”). Landmark-Pegasus is owned by John Moroney, the Company’s majority shareholder. Mr. Moroney
also acts as Landmark-Pegasus’ President.
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
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.
The
Company provides consulting and management services. A portion of these services were provided to a related party.
RESULTS
OF OPERATIONS
FOR
THE THREE MONTHS ENDED MARCH 31, 2019 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2018
Revenue:
The Company’s revenues decreased approximately 43% to $12,000 during the three months ended March 31, 2019 as compared
to $21,000 for the three months ended March 31, 2018 due to a decrease in consulting services provided.
Operating
Expenses:
The Company’s operating expenses increased by approximately 24% to $22,124 during the three months ended March
31, 2019 as compared to $17,897 for the three months ended March 31, 2018 primarily due to an increase in professional fees.
Net
loss from operations
: The Company’s net loss from operations increased approximately 426% to $10,124 during the three
months ended March 31, 2019 from a net profit from operations of $3,103 for the three months ended March 31, 2018. The primary
reason for this was due to a decrease in consulting services provided to a related party.
FOR
THE SIX MONTHS ENDED MARCH 31, 2019 COMPARED TO THE SIX MONTHS ENDED MARCH 31, 2018
Revenue:
The Company’s revenues increased approximately 36% to $32,000 during the six months ended March 31, 2019 as compared
to $23,500 for the six months ended March 31, 2018 due to an increase in consulting services provided.
Operating
Expenses:
The Company’s operating expenses decreased by approximately 26% to $35,123 during the six months ended March
31, 2019 as compared to $47,680 for the six months ended March 31, 2018 primarily due to a decrease in professional fees.
Net
loss from operations
: The Company’s net loss from operations decreased approximately 87% to $3,123 during the six months
ended March 31, 2019 from a net loss from operations of $24,180 for the six months ended March 31, 2018. The primary reasons for
this was due to an increase in consulting services provided and a decrease in professional fees.
LIQUIDITY
AND CAPITAL RESOURCES
Net
cash used in operating activities was approximately $1,400 for the six months ended March 31, 2019 as compared to net cash provided
by operations of approximately $8,800 for the six months ended March 31, 2018. The decrease was primarily due to the decrease
in net operating loss and accounts receivable.
As
of March 31, 2019, the Company had approximately $3,500 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, 2018. In addition, the Company has a working capital deficit at March 31, 2019 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
6%
and 100% of the Company’s revenues for the quarters ended March 31, 2019 and 2018, respectively, were generated by affiliates
of the Company’s principal shareholder.
RECENTLY
ISSUED ACCOUNTING PRONOUNCEMENTS
In
May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”)
2014-09, “Revenue from Contracts with Customers,” which supersedes the revenue recognition requirements in Topic 605,
“Revenue Recognition” and requires entities to recognize revenue in a way that depicts the transfer of promised goods
or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for
those goods or services. In August 2015, the FASB issued ASU 2015-14, which defers by one year the effective date of ASU 2014-09.
Accordingly, this guidance is effective for interim and annual periods beginning after December 15, 2017 with early adoption permitted
for interim and annual periods beginning after December 15, 2016. We do not expect that the adoption of ASU 2014-09 will have
a material impact on our financial position, results of operations or cash flows.
In
February 2016, the FASB issued ASU 2016-02, “Leases” which, for operating leases, requires a lessee to recognize a
right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in its balance sheet.
The standard also requires a lessee to recognize a single lease cost, calculated so that the cost of the lease is allocated over
the lease term, on a generally straight-line basis. The ASU is effective for public companies for fiscal years beginning after
December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company has evaluated
the impact of the adoption of ASU 2016-02 and does not currently believe that it will have a material impact on its condensed
financial statements and disclosures.
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.