Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The
information contained in this quarterly report on Form 10-Q is intended to be read with the information contained in our Annual Report
on Form 10-K for the year ended September 30, 2021 and presumes that readers have access to, and will have read, the “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. The
following discussion and analysis also should be read together with our consolidated financial statements and the notes to the consolidated
financial statements included elsewhere in this Form 10-Q.
The
following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guarantees
of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking
statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We
strongly encourage investors to carefully read the risk factors described in our Form 10-K for the fiscal year ended September 30, 2021
in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results
to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this
transition report on Form 10-Q. The following should also be read in conjunction with the unaudited Condensed Consolidated Financial
Statements and notes thereto that appear elsewhere in this report.
Organizational
History of the Company and Overview
Overview
Wally
World Media, Inc. was incorporated in the State of Nevada on May 17, 2012. The Company was initially a start-up business, working on
social media software and mobile app development. The Company developed a social media website that we refer to as “YouPop.”
Our “YouPop” platform launched for public use in April 2013. On March 19, 2014, we launched reShoot™, a free mobile
video camera app for Apple’s iPhone and iPad. reShoot features patent-pending “on the fly” video editing technology
to rewind and re-shoot unwanted portions of video. On July 31, 2014, we launched the Emoji Cam Photo & Video Camera app for Apple’s
iPhone and iPad. None of our applications or business ventures were met with any notable commercial success.
The
Company has been dormant since December 2015.
No
Current Operations
The
Company had abandoned its business and failed to take steps to dissolve, liquidate and distribute its assets in accordance with Chapter
78 of the Nevada Revised Statutes. The Company had also failed to meet the required reporting requirements with the Nevada Secretary
of State, hold an annual meeting of stockholders and pay its annual franchise tax from 2015 to 2021 which resulted in its Nevada corporate
charter being revoked.
On
June 29, 2021, the Eight Judicial District Court of Nevada appointed Shareholders First LLC as custodian for Wally World Media, Inc.,
Case Number: A-21-834721-P, proper notice having been given to the last known officers and directors of Wally World Media, Inc. There
was no opposition.
On
June 30, 2021, the Company filed a certificate of revival with the Nevada Secretary of State, appointing Grant Casey as, President, Secretary,
Treasurer, Director, and also appointing Geoffrey Chan as Director.
On June 30,
2022, the Eighth Judicial District Court of Nevada approved the actions taken by Shareholders First LLC during the custodianship proceeding,
and issued an Order Discharging Custodian and Terminating Custodianship of Wally World Media, Inc. There was no opposition.
Plan
of Operation
The Company has no operations from
a continuing business other than the expenditures related to running the Company and has no revenue from continuing operations as of the date of this Report.
Based
on our proposed business activities, we are a “blank check” company. The SEC defines those companies as “any development
stage company that is issuing a penny stock, within the meaning of Section 3(a)(51) of the Exchange Act of 1934, as amended, (the “Exchange
Act”) and that has no specific business plan or purpose or has indicated that its business plan is to merge with an unidentified
company or companies.” Under SEC Rule 12b-2 under the Securities Act of 1933, as amended (the “Securities Act”), we
also qualify as a “shell company,” because we have no or nominal assets (other than cash) and no or nominal operations. Many
states have enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies in their respective
jurisdictions. We intend to comply with the periodic reporting requirements of the Exchange Act for so long as we are subject to those
requirements.
Management
intends to explore and identify business opportunities within the U.S., including a potential acquisition of an operating entity through
a reverse merger, asset purchase or similar transaction. Our Chief Executive Officer has experience in business consulting, although
no assurances can be given that he can identify and implement a viable business strategy or that any such strategy will result in profits.
Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties
which are beyond our control, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and
global economies.
We
do not currently engage in any business activities that provide revenue or cash flow. During the next 12-month period we anticipate incurring
costs in connection with investigating, evaluating, and negotiating potential business combinations, filing SEC reports, and consummating
an acquisition of an operating business.
Given
our limited capital resources, we may consider a business combination with an entity which has recently commenced operations, is a developing
company or is otherwise in need of additional funds for the development of new products or services or expansion into new markets or
is an established business experiencing financial or operating difficulties and is in need of additional capital. Alternatively, a business
combination may involve the acquisition of, or merger with, an entity which desires access to the U.S. capital markets.
As
of the date of this Report, our management has not had any discussions with any representative of any other entity regarding a potential
business combination. Any target business that is selected may be financially unstable or in the early stages of development. In such
event, we expect to be subject to numerous risks inherent in the business and operations of a financially unstable or early-stage entity.
In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk or in which our
management has limited experience, and, although our management will endeavor to evaluate the risks inherent in a particular target business,
there can be no assurance that we will properly ascertain or assess all significant risks.
Our
management anticipates that we will likely only be able to effect one business combination due to our limited capital. This lack of diversification
will likely pose a substantial risk in investing in the Company for the indefinite future because it will not permit us to offset potential
losses from one venture or operating territory against gains from another. The risks we face will likely be heightened to the extent
we acquire a business operating in a single industry or geographical region.
We
anticipate that the selection of a business combination will be a complex and risk-prone process. Because of general economic conditions,
including unfavorable conditions caused by the coronavirus pandemic, rapid technological advances being made in some industries and shortages
of available capital, management believes that there are a number of firms seeking business opportunities at this time at discounted
rates with which we will compete. We expect that any potentially available business combinations may appear in a variety of different
industries or regions and at various stages of development, all of which will likely render the task of comparative investigation and
analysis of such business opportunities extremely difficult and complicated. Once we have developed and begun to implement our business
plan, management intends to fund our working capital requirements through a combination of our existing funds and future issuances of
debt or equity securities. Our working capital requirements are expected to increase in line with the implementation of a business plan
and commencement of operations.
Based
upon our current operations, we do not have sufficient working capital to fund our operations over the next 12 months. If we are able
to close a reverse merger, it is likely we will need capital as a condition of closing that acquisition. Because of the uncertainties,
we cannot be certain as to how much capital we need to raise or the type of securities we will be required to issue. In connection with
a reverse merger, we will be required to issue a controlling block of our securities to the target’s shareholders which will be
very dilutive.
Additional
issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might
have rights, preferences, or privileges senior to our Common Stock. Additional financing may not be available upon acceptable terms,
or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective
new business endeavors or opportunities, which could significantly and materially restrict our business operations.
We
anticipate that we will incur operating losses in the next 12 months, principally costs related to our obligations to file reports with
the SEC. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their
early stage of development. Such risks for us include, but are not limited to, an evolving and unpredictable business model, recognition
of revenue sources, and the management of growth. To address these risks, we must, among other things, develop, implement, and successfully
execute our business and marketing strategy, respond to competitive developments, and attract, retain, and motivate qualified personnel.
There can be no assurance that we will be successful in addressing such risks, and the failure to do so could have a material adverse
effect on our business prospects, financial condition, and results of operations.
Limited
Operating History; Need for Additional Capital
We
have generated limited financial history and have not previously demonstrated that we will be able to expand our business. We cannot
guarantee we will be successful in our business operations. Our business is subject to risks inherent in growing an enterprise, including
limited capital resources and possible rejection of our business model and/or sales methods. We have not generated any revenue since
inception.
If
we are unable to meet our needs for cash from either our operations, or possible alternative sources, then we may be unable to continue,
develop, or expand our operations.
Critical
Accounting Policies and Estimates
Our
management’s discussion and analysis of our financial condition and results of operations is based on our financial statements,
which have been prepared in accordance with U.S. generally accepted accounting principles, or “GAAP.” The preparation of
these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses
during the reported period. In accordance with GAAP, we base our estimates on historical experience and on various other assumptions
that we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or
conditions.
Our
significant accounting policies are fully described in Note 2 to our financial statements appearing elsewhere in this Quarterly
Report, and we believe those accounting policies are critical to the process of making significant judgments and estimates in the preparation
of our financial statements.
Operating
results for the three months ended June 30, 2022 and 2021:
The
Company incurred $10,202 of general and administrative expenses for the three months ended June 30, 2022, as compared to $7,236 for the
three months ended June 30, 2021, a change of $2,966 or 41%. These expenses resulted in net operating losses of $10,202 and $7,236 for
the three months ended June 30, 2022 and 2021, respectively.
The
change was a result of ongoing general and administrative expenses incurred in connection with maintaining the Company’s status
in 2022, as compared to the Company being in the early stages of custodianship during the corresponding period of FY 2021.
Operating
results for the nine months ended June 30, 2022 and 2021:
The
Company incurred $41,491 of general and administrative expenses for the nine months ended June 30, 2022, as compared to $7,236 for the
nine months ended June 30, 2021, a change of $34,255 or 473%. These expenses resulted in net operating losses of $41,491 and $7,236 for the
nine months ended June 30, 2022 and 2021, respectively.
The
change was a result of ongoing general and administrative expenses incurred in connection with the corporate revival efforts that commenced
in late FY 2021 and maintaining the Company’s status in 2022, as compared to the Company’s dormancy for most of the corresponding
period of FY 2021 until the custodianship proceedings commenced.
Liquidity
and Capital Resources
During
the nine months ended June 30, 2022 and 2021, net cash used for operations was $37,360 and $7,236, respectively. The cash used during
the interim period was attributable to general and administrative expenses required to maintain the Company’s reporting status.
During
the nine months ended June 30, 2022 and 2021, the Company recognized no cash flows from investing activities.
During
the nine months ended June 30, 2022 and 2021, financing activities generated $37,360 and $7,236 of cash flows, respectively. The cash flows
from financing activities in the interim period were a result of advances from the Company’s CEO to fund operating expenses on
behalf of the Company.
As
of June 30, 2022, the Company’s operations generated no revenues or cash, and management was the sole source of cash resources.
We are dependent upon interim funding provided by management or an affiliated party to pay professional fees and expenses. Our management
and an affiliated party have agreed to provide funding as may be required to pay for accounting fees and other administrative expenses
of the Company until the Company enters into a business combination. The Company would be unable to continue as a going concern without
interim financing provided by management. As of June 30, 2022, we had $0 in cash.
If
we require additional financing, we cannot predict whether equity or debt financing will become available at terms acceptable to us,
if at all. The Company depends upon services provided by management and an affiliated party to fulfill its filing obligations under the
Exchange Act. At present, the Company has no financial resources to pay for such services.
The
Company does not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business
combinations, maintaining the filing of Exchange Act reports, the investigation, analyzing, and consummation of an acquisition for an
unlimited period of time will be paid from additional money contributed by Grant Casey, our sole officer and Chairman of the Board of
Directors, or an affiliated party.
Off-Balance
Sheet Arrangements
None.
Item
4. Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures.
Our
management is responsible for establishing and maintaining a system of “disclosure controls and procedures” (as defined in
Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified
in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed
to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated
and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer
or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Pursuant
to Rule 13a-15(b) under the 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 the Company’s Chief Financial Officer (“CFO”),
both of which roles are performed by Grant Casey, of the effectiveness of the Company’s disclosure controls and procedures (as
defined under Rule 13a-15(e) under the Exchange Act) as of June 30, 2022. Based upon that evaluation, the Company’s CEO concluded
that the Company’s disclosure controls and procedures were not effective as of June 30, 2022, due to the Company’s limited
internal resources and lack of ability to have multiple levels of transaction review.
Management
is in the process of determining how best to change our current system and implement a more effective system to insure that information
required to be disclosed in the reports that we file or submit under the Exchange Act have been recorded, processed, summarized and reported
accurately. Our management intends to develop procedures to address the current deficiencies to the extent possible given limitations
in financial and manpower resources. While management is working on a plan, no assurance can be made at this point that the implementation
of such controls and procedures will be completed in a timely manner or that they will be adequate once implemented.
Management’s
Report on Internal Control over Financial Reporting.
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that: pertain to
the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations
of our management and directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of our assets that could have a material effect on the financial statements.
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with policies or procedures may deteriorate.
Our
management assessed the effectiveness of our internal control over financial reporting based on the parameters set forth above and has
concluded that as of June 30, 2022, our internal control over financial reporting was not effective to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally
accepted accounting principles as a result of the following material weaknesses:
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The
Company does not have sufficient segregation of duties within accounting functions due to only having one officer and limited resources. |
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The
Company does not have an independent board of directors or an audit committee. |
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The
Company does not have written documentation of our internal control policies and procedures. |
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All
of the Company’s financial reporting is carried out by a financial consultant. |
We
plan to rectify these weaknesses by implementing an independent board of directors, establishing written policies and procedures for
our internal control of financial reporting, and hiring additional accounting personnel at such time as we complete a reverse merger
or similar business acquisition.
Changes
in Internal Control over Financial Reporting.
There
has been no change in our internal control over financial reporting during the three months ending June 30, 2022, that has materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting.