SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
AMENDMENT 1 TO
FORM 10-Q
Quarterly report pursuant to Section 13 or 15 (d)
of the Securities and Exchange Act of 1934.
For the Quarter ended March 31, 2001
COMMISSION FILE NUMBER: 0-9577
WALLSTREET-REVIEW, INC.
Formerly BERYLLIUM INTERNATIONAL CORPORATION
--------------------------------------------
(Exact name of registrant as specified in its charter)
FLORIDA 65-1071853
------- ----------
(State or other jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
4701 N. Federal Highway
Suite 370, B-9
Lighthouse Point, Florida 33064
------------------------- -----
(Address of principal executive offices) Zip Code
Registrant's telephone number, including area
code: (954) 784-5044
Indicate by a check whether the registrant (1) has
filed all reports required to be filed by Section
13 or 15(d) of the Securities and Exchange Act
of 1934 during the preceding 12 months and
(2) has been subject to such filing
requirements for the past 90 days.
YES [ ] NO [X]
Indicate the number of shares outstanding of
each of the issuer's classes of common stock, as
of the last practicable date: 21,251,105 common
shares were outstanding as of March 31, 2001.
2
WALLSTREET-REVIEW, INC.
(A Development Stage Company)
Balance Sheets
ASSETS
March 31, December 31,
2001 2000
------------------ ------------------
(Unaudited)
<s> <c> <c>
CURRENT ASSETS
Cash $ - $ -
Accounts receivable 27,018 -
------------------ ------------------
Total Current Assets 27,018 -
------------------ ------------------
LONG-TERM ASSETS
Land 5,000,000 -
Fixed assets 44,514 44,350
Less: accumulated depreciation (4,741) (1,189)
------------------ ------------------
Total Long-Term Assets 5,039,773 43,161
------------------ ------------------
OTHER ASSETS 21,285 -
Less: allowance for doubtful accounts (17,460) -
------------------ ------------------
Total Other Assets 3,825 -
------------------ ------------------
TOTAL ASSETS $ 5,070,616 $ 43,161
================== ==================
3
WALLSTREET-REVIEW, INC.
(A Development Stage Company)
Balance Sheets
Continued
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Trade payable $ 27,396 $ 13,547
Notes payable - related party (Note 5) 31,342 10,045
Accrued expenses 120,000 -
Interest payable 627 -
------------------ ------------------
Total Liabilities 179,365 23,592
------------------ ------------------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock: 25,000,000 shares authorized of $0.01
par value, 21,251,105 shares issued and outstanding 212,511 7,642
Capital in excess of par value 11,925,052 942,669
Deficit accumulated during the development stage (7,246,312) (930,742)
------------------ ------------------
Total Stockholders' Equity (Deficit) 4,891,251 19,569
------------------ ------------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 5,070,616 $ 43,161
================== ==================
The accompanying notes are an integral part
of these financial statements.
4
WALLSTREET-REVIEW, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
From
For the Inception on
Three Months Ended June 18,
March 31, 1999 Through
-------------------------------------- March 31,
2001 2000 2001
------------------ ------------------ ------------------
<s> <c> <c> <c>
REVENUES $ 49,900 $ - $ 49,900
------------------ ------------------ ------------------
EXPENSES
General and administrative 239,981 1,437 263,433
Salaries and benefits 6,091,004 - 6,698,984
Lease and rental 6,445 - 10,911
Acquisition costs 23,861 - 296,612
Depreciation expense 3,552 - 4,741
------------------ ------------------ ------------------
Total Expenses 6,364,843 1,437 7,274,681
------------------ ------------------ ------------------
OTHER EXPENSES
Interest expense 627 8,670 1,764
------------------ ------------------ ------------------
Total Other Expenses 627 8,670 1,764
------------------ ------------------ ------------------
LOSS BEFORE DISCONTINUED
OPERATIONS (6,365,470) (10,107) (7,276,445)
------------------ ------------------ ------------------
INCOME (LOSS) FROM DISCONTINUED
OPERATIONS - - (19,767)
------------------ ------------------ ------------------
NET INCOME (LOSS) $ (6,315,570) $ (10,107) $ (7,246,312)
================== ================== ==================
NET INCOME (LOSS) PER SHARE $ (0.61) $ (0.14)
================== ==================
WEIGHTED AVERAGE NUMBER
OF SHARES 10,326,070 69,802
================== ==================
The accompanying notes are an integral part of
these financial statements.
5
WALLSTREET-REVIEW, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
Deficit
Accumulated
Common Stock Capital in During the
-------------------------- Excess of Development
Shares Amount Par Value Stage
----------- -------------- -------------- -----------
<s> <c> <c> <c> <c>
Balance, March 31, 2000 69,802 $ 699 $ (285,406) $ -
Capital contributed to pay
Company expenses - - 5,980 -
Stock options issued for notes
payable - - 303,287 -
Stock options issued for
employment agreement - - 544,500 -
Common stock issued for
past services valued at $3.00
per share 5,000 50 14,950 -
Common stock issued to
acquire Wallstreet Review
valued at $3.00 per share 90,917 909 271,842 -
Stock issued for website - - 40,000 -
Common stock issued for
compensation valued at $1.00
per share 48,000 480 47,520 -
Common stock issued for options
exercised 550,000 5,500 - -
Fractional shares issued in
reverse merger 477 4 (4) -
Loss for year ended
December 31, 2000 - - - (930,742)
---------- ---------- ------------ ----------
Balance, December 31, 2000
64,196 $ 7,642 $ 942,669 $(930,742)
---------- ---------- ------------ ----------
The accompanying notes are an integral part of
these financial statements.
6
WALLSTREET-REVIEW, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
(Continued)
Deficit
Accumulated
Common Stock Capital in During the
---------------------------- Excess of Development
Shares Amount Par Value Stage
------------- ----------- ----------- ------------
<s> <c> <c> <c> <c>
Balance, December 31, 2000 764,196 $ 7,642 $ 942,669 $ (930,742)
Stock issued for website 4,000,000 40,000 (40,000) -
Stock issued to complete
purchase of Wallstreet-
Review valued at $1.37 per
share 17,417 174 23,687 -
Stock issued for land valued
at $0.65 per share 7,692,308 76,923 4,923,077 -
Stock issued for services at
$0.53 per share 3,750 38 1,950 -
Stock issued per antidilusion
clause valued at $0.70 per
share 8,523,434 85,234 5,881,169 -
Stock issued for services
valued at $0.78 per share 250,000 2,500 192,500 -
Loss for the three months ended
March 31, 2001 (unaudited) - - - (6,315,570)
---------- ---------- ---------- -----------
Balance, March 31, 2001
(unaudited) 21,251,105 $ 212,511 $11,925,052 $(7,246,312)
========== =========== =========== ===========
The accompanying notes are an integral part of
these financial statements.
7
WALLSTREET-REVIEW, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
From
For the Inception on
Three Months Ended June 18,
March 31, 1999 Through
------------------------------ March 31,
2001 2000 2001
----------- ---------- -------------
<s> <c> <c> <c>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (6,315,570) $ (10,107) $ (8,567,262)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 3,552 - 6,013
Expenses paid by shareholders - - 99,136
Common stock issued for services 6,187,253 - 6,828,545
Common stock issued for debt - - 5,500
Common stock issued for assets 5,000,000 - 5,000,000
Organization costs - - 272,551
Loss on disposal of real estate - - 52,000
Loss on disposition of assets - - 6,823
Gain on forgiveness of debt - - (37,248)
Changes in operating assets and liabilities:
Increase (decrease) in trade payables 10,026 1,437 114,165
Increase (decrease) in notes payable 3,823 - 406,259
Increase (decrease) in accrued
expenses 120,626 8,670 308,096
(Increase) decrease in accounts
receivable (27,018) - (27,018)
(Increase) decrease in prepaid
expenses (3,825) - (3,825)
---------- --------- -----------
Cash Provided (Used) by Operating
Activities 4,978,867 - 4,463,735
---------- --------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets (164) - (4,514)
Purchase of natural resource
properties (5,000,000) - (6,140,803)
Proceeds from disposal of real
estate - - 668,000
Claims and development costs - - (18,942)
Proceeds from Gold Fields joint
venture agreement - - 25,000
---------- --------- -----------
Cash Provided (Used) by Investing
Activities (5,000,164) - (5,471,259)
---------- --------- -----------
8
WALLSTREET-REVIEW, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
continued
CASH FLOWS FROM FINANCING ACTIVITIES
Common stock issued for cash - - 266,160
Proceeds from long-term debt - - 1,268,138
Payments on long-term debt - - (642,622)
Reacquisition and cancellation
of common stock - - (50,000)
Proceeds from note payable -
related party 21,297 - 165,848
----------- ---------- ----------
Cash Provided (Used) by
Financing Activities $ 21,297 $ - $1,007,524
----------- ---------- ----------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS $ - $ - $ -
CASH AT BEGINNING OF PERIOD - - -
----------- ---------- ----------
CASH AT END OF PERIOD $ - $ - $ -
=========== ========== ==========
CASH PAYMENTS FOR:
Income taxes $ - $ - $ 764
Interest $ - $ - $ 77,927
NON-CASH FINANCING ACTIVITIES:
Common stock issued in settlement of
long-term debt $ - $ - $ 27,333
Common stock issued in exchange for
natural resource properties $5,000,000 $ - $5,037,500
Common stock issued in settlement of
trade payables $ - $ - $ 46,844
Trade payables paid on behalf of the
Company by the shareholders $ - $ - $ 6,500
Common stock issued in settlement of
payables to officers and directors $ - $ - $ 328,872
Forgiveness of debt by officers and
directors of the Company $ - $ - $ 73,564
Note payable and accrued interest pai
by a director of the Company $ - $ - $ 15,000
Common stock issued for services $6,187,253 $ - $6,794,753
Common stock issued for
organization expenses $ - $ - $ 272,751
The accompanying notes are an integral part of these financial statements.
9
WALLSTREET-REVIEW, INC.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2001 and December 31, 2000
NOTE 1 - ACQUISITION OF MOODY BERYLLIUM
CORPORATION
On December 20, 1985, pursuant to an acquisition
and merger agreement, Emery Energy, Inc. (Emery)
acquired all of the common stock of MoodyBeryllium
Corporation (Moody), a company that was
organized July 10, 1985 to hold interests in,
explore, and develop natural resource
properties, in exchange for 13,870,880 shares of
Emery's common stock. On that date, 3,500,000
shares were issued to the Moody shareholders with
the remaining 10,370,880 shares to be issued
subsequent to Emery's obtaining shareholder
approval to increase the number of authorized
shares. On December 19, 1986, Emery held its
annual meeting and increased the authorized
common stock from 10,000,000 to 50,000,000
shares.
Because the shares issued in the acquisition of
Moody represented 80% of the then outstanding
shares of Emery, Moody was deemed, for
financial reporting purposes only, to have
acquired Emery and its two wholly owned
subsidiaries, H&H Drilling, Inc. (H&H) and La
Jolla Energy Resources, Inc. Accordingly, the
acquisition of Emery by Moody at a cost of
$97,731, determined based on the fair value of
the net assets acquired, which was more reliably
determinable than the value of the shares
issued, was accounted for as a purchase with the
net assets of Emery and its subsidiaries being
recorded at fair value at the acquisition
date. Due to the depletion of oil and gas
reserves on Emery's developed properties, the
decline in the prices received for oil and gas
production, and the general economic conditions
of the oil and gas and mining industries, no value
was assigned to Emery's natural resource
properties at the date of acquisition by Moody.
The operating results of the new entity (the
Company) reflect the development stage activities
of Moody from incorporation on July 10, 1985
through March 31,1997 and Emery from the date of
the combination through August 1, 1986, the date
on which the net assets of Emery were
10
transferred to its principal shareholder via a
transfer of H&H's common stock. The subsidiaries
were dissolved in 1992.
On November 15, 2000, pursuant to an acquisition
and merger agreement, Beryllium International
Corporation (Beryllium) acquired all the assets of
Wallstreet-Review.Net, Inc. (WSRN), a company
that was organized to offer financial consulting
services to small companies seeking to become
public companies through one or more combinations
with primarily inactive publically held
companies, in exchange for 108,334 shares of
Beryllium common stock. On October 26, 2000,
90,917 shares were issued to the WSRN
shareholders with the remaining 17,417 shares
issued on December 7, 2000.
Because the shares issued in the acquisition of
WSRN represented 55% of the then outstanding
shares of Beryllium, WSRN was deemed, for
financial reporting purposes only, to have
acquired Beryllium. Accordingly, the acquisition
of Beryllium by WSRN at a cost of $272,751.20
based on the fair market value of the stock given,
because it is more readily determinable than the
value of the assets acquired. The Company has
divested itself of the unpatented beryllium mining
claims held due to their negative value to the
Company. As an aspect of entering into and
completing the asset acquisition transaction with
Wallstreet-Review.Net, Inc., the Company ceased
all mining related business activities and focused
on providing financial consulting services with
the assets and business acquired as an aspect of
the acquisition transaction.
NOTE 2 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Emery was incorporated on February 17, 1972 in
the State of Utah. The principal business of
Emery, in conjunction with H&H, was acquisition,
operation, and sales of interests in oil and
gas, coal, and other mineral properties located
principally in the Rocky Mountain region.
Moody (a development stage company) was
incorporated in the State of Utah on July 10,
1985. Moody was merged into La Jolla Energy
Resources, Inc., an inactive wholly-owned
subsidiary of Emery, on March 28, 1986. La Jolla
then changed its name to Moody. The principal
business of Moody was to explore and develop
11
WALLSTREET-REVIEW, INC.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2001 and December 31, 2000
natural resource properties. During the year
ended March 31, 1992, Moody Corporation was
dissolved.
On December 19, 1986, the Company changed
its name to Beryllium International Corporation.
Wallstreet-Review.Net (Wallstreet) (a
development stage company) was incorporated in
the State of Florida on June 18, 1999. On October
15, 2000, Wallstreet was merged into Beryllium
International Corporation. Wallstreet had no
operations in 1999. The acquisition was accounted
for as a recapitalization of Wallstreet
because the shareholders of Wallstreet
controlled Beryllium after the acquisition.
Wallstreet was treated as the acquiring entity
for accounting purposes and Beryllium was the
surviving entity for legal purposes. On November
15, 2000, the Company changed its name to
Wallstreet-Review, Inc. The Company has elected
to change the year end from March 31 to December
31 and its domicile from the State of Utah to the
State of Florida. On November 1, 2000, Beryllium
held a special shareholders meeting and increased
the authorized common stock from 166,666 to
10,166,666 post-split shares.
In addition, the Company's Board of
Directors determined to reverse-split the
Company's common stock, one share of post-
reverse split stock in exchange for 300 shares of
pre-reverse split stock and to change the
Company's trading symbol on the Over-The-Counter
Market (OTC) from BERY to WALS.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
a. Accounting Method
The Company's financial statements are
prepared using the accrual
method of accounting.
12
b. Provision for Taxes
The Company has a net operating loss carryover of
approximately $7,250,000 as of March 31, 2001
which expires in full by 2021. The potential tax
benefit has been offset by a valuation allowance
for the same amount.
c. Cash Equivalents
The Company considers all highly liquid
investments with a maturity of three months or
less when purchased to be cash equivalents.
d. Use of Estimates
The preparation of financial statements in
conformity with generally accepted accounting
principles requires management to make estimates
and assumptions that affect the reported amounts
of revenues and expenses during the reporting
period. Actual results could differ from those
estimates.
e. Loss Per Share
Loss per share has been calculated based on the
weighted average number of shares of common stock
outstanding during the period.
March 31,
------------------------------------
2001 2000
------------------ ----------------
<s> <c> <c>
Loss per share:
Numerator - net loss $ (6,315,570) $ (10,107)
Denominator - weighted average
number of shares outstanding 10,326,070 69,802
------------------ ----------------
Loss per share $ (0.61) $ (0.14)
================== ================
</TABLE
f. Revenue Recognition
The Company currently has minimal sources of
revenues. Revenue recognition policies will be
determined when principal operations begin.
13
g. Fixed Assets
Fixed assets are stated at cost. Expenditures for
minor replacements, maintenance and repairs which
do not increase the useful lives of the assets are
charged to operations as incurred. Major
additions and improvements are capitalized.
Depreciation is computed on the straight-line
basis. The lives which the fixed assets are
depreciated over range from 3 to 5 years.
NOTE 4 - GOING CONCERN
The Company's financial statements are
prepared using generally accepted accounting
principles applicable to a going concern which
contemplates the realization of assets and
liquidation of liabilities in the normal course
of business. The Company has not established
revenues sufficient to cover its operating
costs and allow it to continue as a going
concern. Management intends to seek out and
consummate a merger with an existing, operating
company.
NOTE 5 - NOTES PAYABLE - RELATED PARTIES
At March 31, 2001 and 2000, notes payable to
related parties consisted of the following:
March 31,
------------------------------------
2001 2000
------------------ ----------------
<s> <c> <c>
Note payable to a director of the Company,
bearing interest at prime plus 4.0%,
unsecured, past due. $ - $ 37,500
Note payable to a director of the Company,
bearing interest at prime plus 4.0%,
unsecured, past due. - 82,006
Note payable to directors of the Company,
at 8.0%, unsecured 31,342 -
----------- ----------
Total notes payable to related parties 31,342 119,506
Less: current portion (31,342) (119,506)
------------ ----------
Total Long-Term Debt $ - $ -
================== ==========
14
WALLSTREET-REVIEW, INC.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2001 and December 31, 2000
NOTE 6 - DILUTIVE INSTRUMENTS
a. Stock Options
The Company applied Accounting Principles
Board ("APB") Option 25, "Accounting for Stock
Issued to Employees," and related interpretations
in accounting for all stock option plans.
Under APB Option 25, compensation cost is
recognized for stock options granted to employees
when the option price is less than the market
price of the underlying common stock on the date
of grant.
For the
Three Months Ended
March 31,
-------------------------------------
2001 2000
------------------ -----------------
<s> <c> <c>
Net loss:
As reported $ (6,315,570) $ (10,107)
Pro Forma - (10,107)
Net loss per share:
As reported $ (0.61) $ (0.14)
Pro Forma (0.61) (0.14)
</TABlE>
The Company has granted the following options as
of March 31, 2001.
Date of Exercise Exercise Amount Expiration
Description Grant Number Price Exercised Date
--------- -------- -------- --------- ----------
<s> <c> <c> <c> <c> <c>
Employee 10-10-00 190,000 $ 0.01 - 10-01-01
Employee 10-10-00 98,000 $ 0.01 - 10-01-01
Officer 10-10-00 200,000 $ 0.01 200,000
Officer 11-13-00 150,000 $ 0.01 150,000
Officer 11-01-00 200,000 $ 0.01 200,000
----------
838,000
==========
15
On October 10, 2000, the company issued options to
Jean Moody to purchase 190,000 shares of common
stock at $0.01 per share for a note payable valued
at $99,221.
On October 10, 2000, the Company issued options to
R. Dennis Ickes to purchase 98,000 shares of
common stock at $0.01 per share for a note payable
valued at $204,065.
On October 10, 2000, the Company issued options to
Matthew Dwyer to purchase 200,000 shares of common
stock at $0.01 per share, which were valued at
$1.00 per share based on the value of the services
to be rendered. Accordingly, a compensation
expense of $198,000 was recognized. These options
were exercised on December 7, 2000.
On November 13, 2000, the Company issued options
to Richard Houraney to purchase 150,000 shares of
common stock at $0.01 per share, which were valued
at $1.00 per share based on the value of the
services to be rendered. Accordingly, a
compensation expense of $148,500 was recognized.
These options were exercised on December 7, 2000.
On November 1, 2000, the Company issued options to
Peter Nardangeli to purchase 200,000 shares of
common stock at $0.01 per share, which were valued
at $1.00 per share based on the value of the
services to be rendered. Accordingly, a
compensation expense of $198,000 was recognized.
These options were exercised on December 7, 2000.
NOTE 8 - SUBSEQUENT EVENTS
On April 24, 2001, the Company terminated its
Employment Agreement with Joseph Zumwalt. There
was no stock issued or will be issued as part of
this agreement. Mr. Zumwalt was advanced money,
to which the Company will look to collect.
On June 5, 2001, the Company terminated its
agreement with Meritworld. Meritworld had decided
not to complete its previously announced agreement
to merge with Zirconium Capital.
On June 15, 2001, the Company elected Jeff Daly to
assume the role of Secretary and Vice President,
and Peter Nardangeli was promoted to President.
Matthew P. Dwyer will remain Chief Executive
Officer and Chairman of the Board. All position
are until the next shareholders meeting at which
time all executive and board position will open
for voting.
16
Sale of Land
In June, the Company's wholly-owned subsidiary,
WSR energy Resources, Inc. sold the property
purchased during the quarter to Spencer
Restaurants, Inc. for a combination of cash,
notes, and stock valued at $7,600,000.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION, LIQUIDITY, AND CAPITAL
RESOURCES
Wallstreet-Review (formerly Beryllium
International Corporation) was formed originally
to engage in the acquisition and sale of interests
in oil, gas, coal oil, shale and other mineral
properties located principally in the Rocky
Mountain region of the United States of America.
However, with world decline in prices for
Beryllium and intense competition from larger
companies, Wallstreet-Review ceased exploring
options on its mining rights in September 1994.
These factors caused Wallstreet-Review to be
unable to continue operation. Since September
1994, the registrant sought a merger candidate to
provide operating capital for the future.
On November 15, 2000, the registrant completed an
asset purchase transaction in which it acquired
all of the assets of the privately held company,
Wallstreet-Review.Net, Inc., a Florida
corporation, with principal offices in Lighthouse
Point, Florida. The registrant acquired those
assets, and essentially the business of
Wallstreet-Review.Net, Inc. in exchange for
restricted common stock representing approximately
fifty-five (55%) percent of the ownership interest
in the registrant.
Wallstreet-Review.Net, Inc., was a company engaged
in offering financial consulting services to small
companies seeking to become public companies
through one or more combinations with primarily
inactive, publicly held companies, generally
companies with little or no commercial operations,
and current in periodic reporting under the
Securities Exchange Act of 1934 or otherwise. The
registrant has assumed those operations and now
provides clients with management assistance,
participating on the board of directors of its
client companies and acquiring and retaining
equity ownership in each case.
17
We have divested ourselves of the unpatented
beryllium mining claims held due to their negative
value to Wallstreet-Review. The unpatented mining
claims and the liabilities associated with them
were transferred to Jean Moody and Dennis Ickes in
satisfaction of unpaid loans that each of them had
made to the registrant. As an aspect of entering
into and completing the asset acquisition
transaction with Wallstreet-Review.Net, Inc., we
ceased all mining related business activities and
focused on providing financial consulting services
with the assets and business acquired as an aspect
of the acquisition transaction.
On January 15, 2001, the Company's Secretary
Richard E. Houraney resigned and Matthew P. Dwyer
became the acting Secretary.
On January 19, 2001, the Company entered into an
agreement with Teeka Leisure Corporation an
Alberta, Canada, corporation to assist them in
becoming a public company. The Company was to
receive a retainer of $35,000.00. Upon completion
of a reverse merger the Company will receive One
million shares of Teeka and a 10% fee for all
funds raised.
On February 12, 2001, the Company entered into an
employment agreement with Joseph Zumwalt to become
the Companies Chief Operating Officer. The term
of the Agreement was for five years.
On February 22, 200l, the Company issued
7,692,308 shares of common stock to purchase a
four hundred acre leasehold estate from Vance
Energy, Ltd., a Belize corporation, valued at
$5,000,000. In addition, 8,523,434 shares were
issued to fulfill the anti-dilution clause
associated with the contract to purchase the
website. The Company then formed WSR Energy
Resources, Inc., a wholly owned subsidiary, to
hold the asset.
On March 7, 2001, the Company announced the
creation of its wholly owned subsidiary WSR
Energy Resources, Inc. All shareholders of
record on March 16, 2001 are entitled to receive
one half share (1/2) of the subsidiary for every
share of the Company they own.
RESULTS OF OPERATIONS
Comparison of operations for the quarter ended
March 31, 2001 with the quarter ended March 31,
2000.
18
For the quarter ended March 31, 2001, net revenues
from operations amounted to $(6,315,570) compared
to $(10,107) for the quarter ended March 31, 2000.
Due to the increased cost associated with certain
anti-dilution clauses from the acquisition of the
Vance oil & gas leases.
General and administrative expenses in 2000 were
$1,437 compared to $239,981 in 2001 reflecting
the level of activity of operations by the Company
after the merger and with the acquisition of the
Oil & Gas leases.
LIQUIDITY AND CAPITAL RESOURCES
Although the Company's capital is limited,
management believes it has sufficient resources to
continue its current business operations and
the evaluation of business opportunities.
The Company was successful in locating and/or
negotiating terms advantageous to the Company for
Vance Energy leases, and anticipates raising
capital through the sale of securities for the
mining of such property.
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.
Wallstreet-Review, Inc.
Registrant
September 30, 2001 By /s/ Peter Nardangeli
--------------------
Peter Nardangeli
President and Chief
Financial Officer
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