Item 1. Business
Wall Street Acquisitions Corp (the "Company") was incorporated
on December 2, 2016 under the laws of the State of Delaware to engage in any
lawful corporate undertaking, including, but not limited to, selected
mergers and acquisitions. The Company has been in the developmental
stage since inception. To date, the Company’s activities have been limited to issuing shares and filing a registration statement on Form 10 pursuant to the Securities Exchange Act of 1934. The Company was formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934.
On March 21, 2017 the Company registered its common stock on a
Form 10 registration statement filed pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act") and Rule 12(g) thereof which became
automatically effective 60 days thereafter.
The Company files with the Securities and Exchange Commission periodic
and current reports under Rule 13(a) of the Exchange Act, including
quarterly reports on Form 10-Q and annual reports Form 10-K.
Subsequent Events
None.
The Company has no employees.
CURRENT ACTIVITIES
The Company has entered into an agreement with WSR LLC of which Franklin Ogele, Esq. the president of the Company is also the president and managing member. WSR LLC assists companies to become public reporting companies and for the preparation and filing of a registration statement pursuant to the Securities Act of 1933, and the introduction to brokers and market makers.
No agreements have been executed and if the Company makes any acquisitions, mergers or other business combination, it will file a Form 8-K.
If and when the Company chooses to enter into a business combination, it will likely file a registration statement after such business combination is effected.
A combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. The Company may wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended.
As of December 31, 2017, the Company had not generated revenues and had no income or cash flows from operations since inception. At December 31, 2017, the Company had sustained a net loss of $1,566 and a deficit of $1,207.
The Company's independent auditors have issued a report raising substantial doubt about the Company's ability to continue as a going concern. At present, the Company has no operations and the continuation of the Company as a going concern is dependent upon financial support from its stockholders, its ability to obtain necessary equity financing to continue operations and/or to successfully locate and negotiate with a business entity for a business combination that would provide a basis of possible operations.
Franklin Ogele paid, without expectation of repayment, all expenses incurred by the Company until the change in control at which time new management of the
Company undertook payment of such expenses. Because of the absence of any on-going operations, these expenses are anticipated to be relatively low.
There is no assurance that the Company will ever be profitable.
Item 2.
Item 2. Properties
The Company has no properties and at this time has no agreements to acquire any properties. The Company currently uses the offices of Franklin Ogele, Attorney at Law at no cost to the Company. The Company expects this arrangement to continue until the Company completes a change in control.
Item 3.
Item 3. Legal Proceedings
There is no litigation pending or threatened by or against the Company.
Item 4.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
There is currently no public market for the Company's securities.
Following a business combination, a target company will normally
wish to cause the Company's common stock to trade in one or more United
States securities markets. The target company may elect to take the
steps required for such admission to quotation following the business
combination or at some later time.
At such time as it qualifies, the Company may choose to apply for
quotation of its securities on the OTC Bulletin Board.
The OTC Bulletin Board is a dealer-driven quotation service.
Unlike the Nasdaq Stock Market, companies cannot directly apply to be
quoted on the OTC Bulletin Board, only market makers can initiate
quotes, and quoted companies do not have to meet any quantitative
financial requirements. Any equity security of a reporting company not
listed on the Nasdaq Stock Market or on a national securities exchange is
eligible.
As such time as it qualifies, the Company may choose to apply for
quotation of its securities on the Nasdaq Capital Market.
In general there is greatest liquidity for traded securities on
the Nasdaq Capital Market and less on the OTC Bulletin Board. It is
not possible to predict where, if at all, the securities of the Company
will be traded following a business combination.
Except as disclosed in Schedules 13G filed on April 27, 2017 which are incorporated herein by reference, the Company, since inception, has not sold any securities which were not registered.
Item 6.
Item 6. Selected Financial Data.
There is no selected financial data required to be filed for
a smaller reporting company.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
The Company has no operations nor does it currently engage in any
business activities generating revenues. The Company's principal
business objective is to achieve a business combination with a target
company.
A combination will normally take the form of a merger, stock-for-stock
exchange or stock-for-assets exchange. In most instances the target
company will wish to structure the business combination to be within the
definition of a tax-free reorganization under Section 351 or Section 368
of the Internal Revenue Code of 1986, as amended.
No assurances can be given that the Company will be successful in
locating or negotiating with any target company.
The most likely target companies are those seeking the perceived
benefits of a reporting corporation. Such perceived benefits may include
facilitating or improving the terms on which additional equity financing
may be sought, providing liquidity for incentive stock options or similar
benefits to key employees, increasing the opportunity to use securities
for acquisitions, providing liquidity for shareholders and other factors.
Business opportunities may be available in many different industries and
at various stages of development, all of which will make the task of
comparative investigation and analysis of such business opportunities
difficult and complex.
The search for a target company will not be restricted to any specific
kind of business entities, but may acquire a venture which is in its
preliminary or development stage, which is already in operation, or in
essentially any stage of its business life. It is impossible to predict
at this time the status of any business in which the Company may become
engaged, whether such business may need to seek additional capital, may
desire to have its shares publicly traded, or may seek other perceived
advantages which the Company may offer.
In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization,
joint venture, licensing agreement or other arrangement with another
corporation or entity. On the consummation of a transaction, it is likely
that the present management and shareholders of the Company will no longer
be in control of the Company. In addition, it is likely that the officer
and director of the Company will, as part of the terms of the business
combination, resign and be replaced by one or more new officers and
directors.
As of December 31, 2017, the Company had not generated revenues
and had no income or cash flows from operations since inception.
At December 31, 2017, the Company had sustained net loss of $1,566.
The Company's independent auditors have issued a report raising
substantial doubt about the Company's ability to continue as a going
concern. At present, the Company has no operations and the continuation
of the Company as a going concern is dependent upon financial support
from its stockholders, its ability to obtain necessary equity financing
to continue operations and/or to successfully locate and negotiate with
a business entity for the combination of that target company with
the Company.
Management paid and will continue to pay all expenses incurred by the Company until a change in control is effected. There is no expectation of repayment
for such expenses.
2017 Year-End Analysis
The Company has received no income, has had no operations
nor expenses, other than Delaware state fees and accounting fees
as required for incorporation and for the preparation of the
Company's financial statements.
Item 8.
Item 8. Financial Statements and Supplementary Data
The financial statements for the year ended December 31, 2017
are attached hereto.
Item 9.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
The Company changed accountants in 2017. The December 31, 2016 audited report was provided by Ankit Consulting Services, Inc.; the December 31, 2017 audited report was prepared by AJSH & Co LLP. There was no disagreements with accountants on accounting and financial disclosure for the period covered by this report.
Item 9A.
Item 9A. Controls and Procedures
Pursuant to Rules adopted by the Securities and Exchange Commission, the Company carried out an evaluation of the effectiveness of the design
and operation of its disclosure controls and procedures pursuant to
Exchange Act Rules. This evaluation was done as of the end of the fiscal
year under the supervision and with the participation of the Company's
principal executive officer (who is also the principal financial officer).
There have been no significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to
the date of the evaluation. Based upon that evaluation, he believes that
the Company's disclosure controls and procedures are effective in gathering,
analyzing and disclosing information needed to ensure that the information
required to be disclosed by the Company in its periodic reports is recorded,
summarized and processed timely. The principal executive officer
is directly involved in the day-to-day operations of the Company.
Management's Report of Internal Control over Financial Reporting
The Company is responsible for establishing and maintaining
adequate internal control over financial reporting in accordance with
the Rule 13a-15 of the Securities Exchange Act of 1934. The Company's
officer, its president, conducted an evaluation of the effectiveness
of the Company's internal control over financial reporting as of
December 31, 2017, based on the criteria established in Internal
Control Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2017). Based on this evaluation,
management concluded that the Company's internal control over financial
reporting was not effective as of December 31, 2017, based on those
criteria. A control system can provide only reasonably, not absolute,
assurance that the objectives of the control system are met and no
evaluation of controls can provide absolute assurance that all control
issues have been detected.
AJSH & Co LLP, the independent registered public accounting
firm for the Company, has not issued an attestation report on the
effectiveness of the Company's internal control over financial
reporting.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company's internal controls over
financial reporting during its fourth fiscal quarter that have materially
affected, or are reasonably likely to materially affect, its internal
control over financial reporting.
Item 9B.
Item 9B. Other information
None / Not applicable.
PART III
Item 10.
Item 10. Directors, Executive Officers, and Corporate Governance;
The Directors and Officers of the Company are as follows:
Name Positions and Offices Held
----------------- -----------
Franklin Ogele President, Secretary and Director
Chima E. Chima Vice President and Director
Management of The Company
The Company has no full time employees.
On March 21, 2017 the Company filed a Form 10 incorporated herein by reference disclosing the following information regarding its management:
Franklin Ogele is our President, Secretary and Director. Mr. Ogele has over 25 years of substantive professional work as Securities Industry Regulatory Lawyer and Investment Banking/Broker/Dealer Senior Management. Franklin has held positions as: Senior Compliance Examiner at Financial Industry Regulatory Authority, Inc.; Vice President, General Counsel of ABN Amro Securities (USA) Inc., General Counsel for ABN Amro Asset Management Inc; Vice President, Legal Counsel of Santander Investments Securities USA Inc. Broker-Dealer Regulation Partner at Singer Zamansky Ogele and Selengut LLP. General Counsel and Senior Vice President, All Tech Direct, Inc. and
President, Phoenix Realty, Inc. and First Phoenix Investments, Inc. Franklin holds academic degrees in Accounting, Economics and Law and also held these US securities industry licenses: Series 7, 24, 27, 63, 79 and 99. Franklin is also admitted to practice law in New York & New Jersey and the US Southern District Court of New York & New Jersey Federal Court. Franklin is the beneficial owner of 19,000,000 registered shares of the Company.
Chima E. Chima is our Vice President and Director. Mr. Chima is an experienced IT professional with track record in providing Network technology architecture, business solution Engineering, Network Operations Support in Voice and Data Communications. Over 25 years IT professional carrier, Mr. Chima has focused on strategically aligning technology solutions to business needs. His work includes providing pre-sales solution architecture and technical expertise to sales and account teams, managing cross departmental team response to large scale RFPS, leading design and implementation team on multiple mission critical infrastructures for business and governments entities and successfully managing highly visible projects. Mr. Chima’s previous engagements include managing highly visible projects successfully such as the state of the Art Market Data Infrastructure for NYSE, Consolidation of private IP space for the Integration of NYSE and EuroNext, the conversion of NYSE legacy phone system to VOIP, and leading member of the Lucent Technologies optical Network Team that long-haul infrastructure for Verizon, Qwest, Telia, Global Crossing, Time Warner and AT&T. The following is a summary of Mr. Chima’s professional engagements: From 1996 through 2012, Mr. Chima has been variously employed as a Network Engineer and/or Communications Project Engineer at Realtech Systems Corporation, Lucent Technologies, Securities Industry Automation Corporation (SIAC), Bear Stearns Co., NYSE Euronext, and Online Resources Corporation. Mr. Chima holds a Bachelor’s Degree in Business Administration and a Bachelor’s Degree in Telecommunications Management. Chima is the beneficial owner of 1,000,000 registered shares of the Company.
There are no agreements or understandings for the above-named directors or officers to resign at the request of another person and the above-named officers and directors are not acting on behalf of nor will act at the direction of any other person.
Code of Ethics. The Company has not at this time adopted a
Code of Ethics pursuant to rules described in Regulation S-K. The
Company has only two persons who serve as the directors and officers.
The Company has no operations or business and does not receive any
revenues or investment capital. The adoption of an Ethical Code at
this time would not serve the primary purpose of such a code to
provide a manner of conduct as the development, execution and
enforcement of such a code would be likely be the same person and
only two persons to whom such code applied. Furthermore, because
the Company does not have any activities, there are no activities
or transactions which would be subject to this code. At the time
the Company enters into a business combination or other corporate
transaction, the current officers and directors will recommend to
any new management that such a code be adopted. The Company does
not maintain an Internet website on which to post a code of ethics.
Corporate Governance. For reasons similar to those described
above, the Company does not have a nominating nor audit committee of the
board of directors. At this time, the Company consists of two officers
and directors who hold the majority of shares equally. The Company has
no activities, and receives no revenues. At such time that the Company
enters into a business combination and/or has additional shareholders
and a larger board of directors and commences activities, the Company
will propose creating committees of its board of directors, including
both a nominating and an audit committee. Because there are limited
number of shareholders of the Company, there is no established process
by which shareholders to the Company can nominate members to the Company's
board of directors. Similarly, however, at such time as the Company has
more shareholders and an expanded board of directors, new management of
the Company may review and implement, as necessary, procedures for
shareholder nomination of members to the Company's board of directors.
Item 11.
Item 11. Executive Compensation
The Company's officers and directors do not receive any
compensation for services rendered to the Company, nor have they
received such compensation in the past. The officers and directors
are not accruing any compensation pursuant to any agreement with the
Company.
No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been adopted by
the Company for the benefit of its employees.
The Company does not have a compensation committee for
the same reasons as described above.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
The following table sets forth, as of the date of this report,
each person known by the Company to be the beneficial owner of five
percent or more of the Company's common stock and the director and
officer of the Company. The Company does not have any compensation
plans and has not authorized any securities for future issuance.
Except as noted, the holder thereof has sole voting and investment
power with respect to the shares shown.
Name and AddressAmount of Percentage
of Beneficial Owner Beneficial Ownershipof Class
Franklin Ogele (1)19,000,00095%
One Gateway Center, 26th Fl
Newark, NJ 07102
Chima E. Chima (2)1,000,000 5%
5 Winding Way
West Orange, NJ 07052
All Executive Officers and
Directors as a Group (2 Persons) 20,000,000 (3)100%
(1)Franklin Ogele is President, Secretary and Director of the Company.
(2)Chima E. Chima is Vice-President and Director of the Company.
(3) Based on 20,000,000 shares issued and outstanding as of December 31, 2017.
Item 13.
Item 13. Certain Relationships and Related Transactions and
Director Independence
The Company had issued 20,000,000 shares of common stock pursuant to
Section 4(2) of the Securities Act at a discount of $2,000; said shares remain outstanding as of December 31, 2017 and have not been redeemed.
As the organizers and developers of the Company, Franklin Ogele and Chima E. Chima may be considered promoters. Mr. Ogele has provided services to the Company without charge consisting of preparing and filing the charter corporate documents and preparing this registration statement.
The Company is not currently required to maintain an independent director as defined by Rule 4200 of the Nasdaq Capital Market nor does it anticipate that it will be applying for listing of its securities on an exchange in which an independent directorship is required. It is likely that neither Mr. Ogele nor Mr. Chima would not be considered independent directors if it were to do so.
Item 14.
Item 14. Principal Accounting Fees and Services.
The Company has no activities, no income and no expenses except for independent audit and Delaware state fees. The Company's president has donated his time in preparation and filing of all state and federal required taxes and reports.
Audit Fees
The aggregate fees incurred for each of the last two years for
professional services rendered by the independent registered public
accounting firm for the audits of the Company's annual financial
statements and review of financial statements included in the Company's
Form 10-K report and services normally provided in connection with statutory and regulatory filings or engagements were as follows:
December 31, 2017
-----------------
=======
Audit-Related Fees $6,500 - being total audit fees for December 31, 2017 and December 31, 2016.
The Company does not currently have an audit committee serving and as a result its board of directors performs the duties of an audit committee. The board of directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services. The Company does not rely on pre- approval policies and procedures.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules
There are no financial statement schedules filed herewith.
EXHIBITS
(a) Exhibits
31 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm 12-13
Balance Sheet as of December 31, 2017 14
Statement of Operations for the period December 31, 2016
And December 31, 2017 15
Statement of Changes in Stockholders' Deficit for the Period
from December 2, 2016 (Inception) to December 31, 2017 16
Statement of Cash Flows for the period from December 2, 2016
(Inception) to December 31, 2017 17
Notes to Financial Statements 18-23
Report of Independent Registered Public Accounting Firm
To the Board of Directors of
Wall Street Acquisition, Corporation
Opinion on Statement of Financial statements
We have audited the accompanying balance sheet of Wall Street Acquisition, Corporation (the "Company") as of December 31, 2017, the related statements of operations, stockholders’ deficit and cash flows, for the year then ended, and the related notes (collectively referred to as the "financial statements"). The financial statements of the Company as of December 31, 2016 were audited by other independent auditors. Those independent auditors expressed an unqualified opinion on the financial statements referred to in their report dated February 21, 2017.
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has no revenues from operation, has not commenced any business operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Further information and management’s plans in regard to this uncertainty were also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
_______________________
AJSH & Co LLP
We have served as the Company’s Auditor since 2018.
New Delhi, India
January 15, 2019
WALL STREET ACQUISITIONS CORPORATION
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE PERIOD FROM INCEPTION (DECEMBER 2, 2016) TO DECEMBER 31, 2017
WALL STREET ACQUISITIONS, CORPORATION
Notes to Financial Statements
Note 1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
Wall Street Acquisitions, Corporation (“Wall Street Acquisitions” or the “Company”) was incorporated on December 2, 2016 under the laws of the State of Delaware to engage in lawful corporate undertaking, including, but limited to, selected mergers and acquisitions. The Company has been in the developmental stage since its inception and its operations to date have been limited to issuing shares to its original shareholders. The Company will attempt to locate and negotiate with a business entity for the combination of that target company with the Company. The combination will normally take the form of a merger, stock-for-stock exchange or stocks for assets exchange.
BASIS OF PRESENTATION
The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. These accounting policies conform to accounting principles generally accepted in the United States of America. (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying financial statements.
USE OF ESTIMATES
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosures of contingent assets and liabilities as at the date of the financial statements, and reported amount of revenues and expenses during the reported periods. Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand and on deposit with banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have cash equivalents as of December 31, 2017.
REVENUE RECOGNITION
Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is probable. Revenue generally is recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities.
PROPERTY, PLANT AND EQUIPMENT
Property and equipment is stated at cost and depreciated using the straight-line method over the shorter of the estimated useful life of the asset or the lease term. The estimated useful lives of our property and equipment are generally as follows: computer software developed or acquired for internal use, three to 10 years; computer equipment, two to three years; buildings and improvements, five to 15 years; leasehold improvements, two to 10 years; and furniture and equipment, one to five years.
CONCENTRATION OF RISK
Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of December 31, 2017.
INCOME TAXES
Under ASC 740, “Income Taxes,” deferred tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. 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. Valuation allowances are provided when it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2017, there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration.
LOSS PER COMMON SHARE
Basic loss per common share excludes dilution and is computed by dividing by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflects the potential dilution that could occur if the securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that is then shared in the loss of the entity. As of December 31, 2017, there are no outstanding dilutive securities.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company follows the guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurements related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs of valuation techniques used to measure fair value.
The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:
Level 1 inputs are quoted (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for asset or liability, either directly or indirectly.
Level 3 inputs are observable input for asset or liability. The carrying amount of financial assets such as cash approximate their fair values because of short maturity of these assets.
RECENT PRONOUNCEMENTS
In November 2015, the Financial Accounting Standards Board (FASB) issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes” (ASU 2015-17), which changes how deferred taxes are classified on the balance sheet and is effective for financial statements issued for annual periods beginning after December 15, 2016, with early adoption permitted. ASU 2015-17 requires all deferred tax assets and liabilities to be classified as non-current. The Company does not expect the adoption of this standard to have a significant effect on its financial statements.
In January 2016, the FASB issued ASU 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities” (ASU 2016-01), which requires equity investments that are not accounted for under the equity method of accounting to be measured at fair value with changes recognized in net income and updates certain presentation and disclosure requirements. ASU 2016-01 is effective beginning after December 15, 2017. The adoption of this guidance is not expected to have a material impact on the Company’s results of operations, financial position or disclosures.
In February 2016, the FASB issued ASU No. 2016-02, “Leases,” which requires lessees to recognize right-of-use assets and lease liabilities, for all leases, with the exception of short-term leases, at the commencement date of each lease. This ASU requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. This ASU is effective for annual periods beginning after December 15, 2018 and interim periods within those annual periods. Early adoption is permitted. The amendments of this update should be applied using a modified retrospective approach, which requires lessees and lessors to recognize and measure leases at the beginning of the earliest period presented. The adoption of this guidance is not expected to have a material impact on the Company’s results of operations, financial position or disclosures.
In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting.” The guidance simplifies accounting for share-based payments, most notably by requiring all excess tax benefits and tax deficiencies to be recorded as income tax benefits or expense in the income statement and by allowing entities to recognize forfeitures of awards when they occur. This new guidance is effective for annual reporting periods beginning after December 15, 2016 and may be adopted prospectively or retroactively. The Company does not expect the adoption of this standard to have a significant effect on its financial statements.
In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients” (“ASU 2016-12”), which amends the guidance in the new revenue standard on collectability, noncash consideration, presentation of sales tax, and transition. The amendments are intended to address implementation issues and provide additional practical expedients to reduce the cost and complexity of applying the new revenue standard. The new
guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods, which will be our interim period beginning January 1, 2018. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods with that reporting period. The Company does not expect the adoption of this standard to have a significant effect on its financial statements.
In August 2016, the FASB issued ASU 2016-15, regarding ASC Topic 230 “Statement of Cash Flows.” This update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The new guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted. The Company does not expect the adoption of this standard to have a significant effect on its financial statements.
There were no other new accounting pronouncements during the year ended December 31, 2016 that we believe would have a material impact on our financial position or results of operations.
NOTE 2GOING CONCERN
The Company has not yet generated any revenue since inception to date and has sustained operating losses during the period ended December 31, 2017.
The Company had working capital of $0 and an accumulated deficit of $1768 as of December 31, 2017. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flow from operations to meet its obligations and/or obtaining additional financing from its members or other sources as may be required.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The financial statements do not include adjustments to reflect the possible future effects of on the recoverability and classification of assets or amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.
In order to maintain its current level of operations, the Company will require additional working capital from either cash flow from operations or from the sale of its equity. However, the Company has no commitments from any third party for the purchase of its equity. If the Company is unable to acquire additional working capital, it will be required to significantly reduce its current level of operations.
NOTE 3STOCKHOLDERS’ DEFICIT
As of December 31, 2017, the Company issued 20,000,000 founders common stock to two directors and officers for no consideration. The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of December 31, 2017, 20,000,000 shares of the common stock and no preferred stock were issued and outstanding. The Company recorded a discount on the common stock equal to the par value of shares issued.
NOTE 4INCOME TAXES
Reconciliation of the income tax expense / (benefit) computed at the U.S. Federal income tax rate to the Company’s reported income tax expense / (benefit) for the year ended December 31, 2017 and December 31, 2016 is as follows:
The ultimate realization of deferred tax assets depends primarily on the Company’s ability to generate sufficient timely future income of the appropriate character in the appropriate taxing jurisdiction.
At December 31, 2017, Company has no unrecognized tax benefits.
The significant components of deferred tax assets and liabilities are as follows:
On an annual basis, the Company has a net operating loss carryover of approximately $1,768 available to offset future income for income tax reporting purposes, which will expire in various years through 2037, if not previously utilized. However, the Company’s ability to use the carryover net operating loss may be substantially limited or eliminated pursuant to Internal Revenue Code Section 382.
The Company’s policy regarding income tax interest and penalties is to expense those items as general and administrative expense but to identify them for tax purposes. During the period January 1, 2017 to December 31, 2017, there was no income tax, or related interest and penalty items in the income statement, or liabilities on the balance sheet. The Company files income tax returns in the U.S. federal jurisdiction and Delaware state jurisdiction. We are not currently involved in any income tax examinations.
Impact of the Tax Cuts and Jobs Act
The tax cuts and Jobs Act (the “Tax Reform Act”) was enacted on December 22, 2017 and provides for significant changes to U.S. tax law. Among other provisions, the Tax Reform Act reduces the U.S. corporate income tax rate to 21%, effective in 2018. The Tax Reform Act also provides for a transition to a new territorial system of taxation and generally requires companies to include certain untaxed foreign earnings of non-U.S. subsidiaries into taxable income in 2017 (“Transition Tax”). Additionally, the Securities Exchange Commission staff has issued SAB 118, which allows the Company to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. On December 22, 2017, Staff Accounting Bulletin No. 118 (“SAB 118”) was issued to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Act. Because the Company is still in the process of analyzing certain provisions of the Tax Act, the Company has determined that the adjustment to its deferred taxes and the Transition Tax are provisional amounts as permitted under SAB 118.
NOTE 5RELATED PARTY TRANSACTIONS
The stockholders of the Company contributed $561 towards the operating expenses of the Company from inception to December 31, 2017. This amount has been recorded in additional paid in capital as their capital contribution to the Company.
NOTE 6 SUBSEQUENT EVENTS
The management determined that there were no significant reportable transactions subsequent to the year ended December 31, 2017.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 ACQUSITIONS, CORP.
By: /s/ Franklin Ogele
Franklin Ogele, President
Dated: January 21, 2019
By: /s/ Franklin Ogele
Franklin Ogele, CEO and
Principal Financial Officer
Dated: January 21, 2019
Pursuant to the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
NAME OFFICE DATE
/s/ Franklin Ogele Director January 21, 2019
/s/ Chima E. Chima Director January 21, 2019