SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT 1 TO
FORM 10-K
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL
YEAR ENDED DECEMBER 31, 2000
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 (I.R.S. Employer
jurisdiction of Identification #
Incorporation or
Organization)
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
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class Name of each
exchange on which listed
NONE NONE
Securities registered pursuant to Section 12(g) of
the Act:
COMMON STOCK, PAR VALUE $0.01
-----------------------------
(Title of Class)
24-MONTH COMMON STOCK PURCHASE WARRANTS
---------------------------------------
(Title of Class)
48-MONTH COMMON STOCK PURCHASE WARRANTS
---------------------------------------
(Title of Class)
2
Indicate by check mark whether the Registrant (1)
has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act
of 1934, as amended, during the preceding 12
months (or for such shorter period that the
Registrant was required to file such reports), and
(2) has been subject to such filing requirements
for the past 90 days. YES: [ ] NO: [X]
Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K
(ss.229.405 of this chapter) is not contained
herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or
information statements incorporated by reference
in Part III of this Form 10-K [ ]
State the aggregate market value of the voting and
non-voting common equity held by non-affiliates
computed by reference to the price at which the
common equity was sold, or the average bid and
asked price of such common equity, as of a
specified date within the past 60 days. On July
25, 2001, the aggregate market value of the voting
and non-voting stock of Wallstreet-Review, Inc.
(consisting of Common Stock par value $0.01) held
by non-affiliates of the Registrant was
approximately $1,309,699. Based on the average
closing bid and ask prices for such Common Stock
on said date as reported by NASDAQ.
Indicate the number of shares outstanding of each
of the registrant's classes of common stock, as of
the latest practicable date: 21,251,105. There
are no documents incorporated by reference herein.
Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K
(ss.229.405 of this chapter) is not contained
herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or
information statements incorporated by reference
in Part III of this Form 10-K or any amendment to
this Form 10-K.
3
PART I
ITEM 1. BUSINESS
Wallstreet-Review (formerly Beryllium
International Corporation) was formed originally
to engage in the acquisition and sale of interest
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 September 1994.
These factors caused 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
orporation, 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 in
active 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 boards of directors of its
client companies and acquiring and retaining
equity ownership in each case.
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
4
focused on providing financial consulting services
with the assets and business acquired as an aspect
of the acquisition transaction.
ITEM 2. PROPERTIES
Our executive offices are located at 4701 N.
Federal Highway, Suite 370, B-9 Lighthouse Point,
Florida 33064. The Company lease 1,350 square feet
with annual rent payments of $22,400.
ITEM 3. LEGAL PROCEEDINGS
Wallstreet, at this time, has no legal proceedings
in regard to its operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS
None.
5
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND
RELATED SECURITY HOLDERS MATTERS
At the present time, our stock has limited
activity. The stock is being quoted on the
electronic over-the-counter bulletin board under
the symbol "WALS".
Quarter Ended High Bid Low Bid
------------- -------- -------
December 31, 2000 7 1
March 31, 2001 2.06 .40
June 30, 2001 .46 .09
Common Stock and Other Securities
Wallstreet-Review is authorized to issue
25,000,000 common shares, par value $0.001 per
share. As of June 30, 2001, there were 21,251,105
common shares outstanding.
The holders of the common shares are entitled to
one vote per share with respect to all matters on
which holders of Wallstreet-Review's common shares
are entitled to vote.
Holders of the common shares have the right to
dividends from funds legally available therefor,
when, as and if declared by the board of directors
and re-entitled to share ratably, in all of the
assets of Wallstreet-Review available for
distribution to holders of common shares upon
liquidation, dissolution or winding up of the
affairs of Wallstreet-Review.
Holders of common shares do not have preemptive,
subscriptive or conversion rights.
The common shares do not have cumulative voting
rights and, therefore, holders of common shares
entitled to exercise more than 50% of the voting
power are able to elect 100% of the directors of
Wallstreet-Review. As a result, the existing
shareholders of Wallstreet-Review have the power
to retain control over Wallstreet-Review, despite
any accumulation of common stock.
Extension of warrant's expiration dates
In 1981, the registrant issued 1,250,000 24-month
common stock purchase warrants and 1,250,000 48-
month common stock purchase warrants. The
expiration dates of both the 24-month warrants and
6
the 48-Month warrants have been extended from time
to time by the registrant. The exercise price for
the 24-month warrants is $4.00 per share, and the
exercise price for the 48-month warrants is $5.33
per share. There is not now in effect a current
registration statement with respect to any of the
warrants. The Company chose not to extend the
warrants past December 31, 2000, none of the
warrants had been exercised.
ITEM 6. SELECTED FINANCIAL DATA
Balance Sheet
ASSETS
------
Total Current Assets -
----------
LONG-TERM ASSETS
Fixed assets 44,350
Less: accumulated depreciation (1,189)
----------
TOTAL ASSETS 43,161
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------
Total Liabilities 23,592
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock: 10,166,666 shares
authorized of $0.01 par value,
764,196 shares issued and outstanding 7,642
Capital in excess of par value 942,669
Deficit accumulated during the
development stage (930,742)
----------
Total Stockholders' Equity (Deficit) 19,569
----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 43,161
==========
7
Statements of Operations
From
Inception on
For the For the July 10,
Year Ended Year Ended 1985 Through
December 31, March 31, December 31,
2000 2000 2000
<s> <c> <c> <c>
REVENUES $ - $ - $ -
----------- ---------- -----------
EXPENSES 909,838 - 909,838
----------- ---------- -----------
OTHER EXPENSES
Interest expense 1,137 - 1,137
Total Other Expenses 1,137 - 1,137
LOSS BEFORE DISCONTINUED
OPERATIONS (910,975) (910,975)
INCOME (LOSS) FROM DISCONTINUED
OPERATIONS (910,975) - (910,975)
NET INCOME (LOSS) $ (930,742) - $(930,742)
INCOME (LOSS) PER SHARE FROM
OPERATIONS $ (6.30) $ 0.00
INCOME (LOSS) PER SHARE FROM
DISCONTINUED OPERATIONS (0.14) 0.00
----------- ---------
NET INCOME (LOSS) PER SHARE (6.44) (0.00)
----------- ---------
WEIGHTED AVERAGE NUMBER
OF SHARES 144,660 69,802
------------ ---------
8
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Trends and Uncertainties. Demand for Wallstreet's
services will be dependent on, among other things,
market acceptance of the Wallstreet concept and
general economic conditions, which are cyclical in
nature. Inasmuch as a major portion of
Wallstreet's activities will be the receipt of
revenues from consulting services, Wallstreet's
business operations may be adversely affected by
Wallstreet's competitors and prolonged
recessionary periods.
Capital and Source of Liquidity. Wallstreet
requires substantial capital in order to meet our
ongoing corporate obligations and in order to
continue and expand its current and strategic
business plans. Initial working capital had
been obtained through the issuances of common
stock.
For the year ended December 31, 2000, Wallstreet
purchased property and equipment of $56,665
resulting in cash flows from investing activities
of $56,665.
For the year ended March 31, 2000, Wallstreet
purchased property and equipment of $36,347
resulting in cash flows from investing activities
of $36,347.
For the year ended December 31, 2000, Wallstreet
received proceeds of $1,437,000 from the issuance
of common stock and other equity resulting in
cash flows from financing activities of
$1,437,000. For the year ended March 31, 2000,
Wallstreet received proceeds of $601,300 from the
issuance of common stock and other equity
resulting in cash flows from financing activities
of $601,300.
On a long-term basis, liquidity is dependent on
establishment of operations and receipt of
revenues, additional infusions of capital and debt
financing. Wallstreet believes that additional
capital and debt financing in the short term will
allow Wallstreet to pursue its larger fundraising
efforts and, with the success of those efforts,
the launch of its contemplated Wallstreet channel.
However, there can be no assurance that Wallstreet
9
will be able to obtain additional equity or debt
financing in the future, if at all. Revenues from
current operations do not cover existing expenses.
Results of Operations. For the year ended December
31, 2000, Wallstreet had revenues of $19,674 from
operations. For the year ended December 31, 2000,
Wallstreet had operating expenses of $1,412,114
consisting primarily of advertising of $162,498,
consulting and outside services of $497,303, dues
and fees of $7,909, insurance of $12,350, office
expense of $14,331, salaries and payroll taxes of
$374,795, postage and delivery of $13,115, legal
and professional of $38,483, printing costs of
$6,314, rent of $75,300, subscriptions of $4,015,
taxes and licenses of $3,642, telephone of
$18,875, travel of $40,619, other general and
administrative costs of $150,222.
For the year ended March 31, 2000, Wallstreet had
no material revenues from operations. For the year
ended December 31, 1999, Wallstreet had operating
expenses of $634,783 consisting primarily of
advertising of $26,971, consulting and outside
services of $138,490, dues and fees of $7,759,
insurance of $3,846, interest expense of $16,666,
office expense of $8,547, assessments of $27,600,
salaries and payroll taxes of $199,469, postage
and delivery of $8,716, legal and professional of
$31,511, printing costs of $7,073, rent of
$59,314, repairs and maintenance of $3,637,
radio/satellite airtime costs of $14,425,
subscriptions of $4,015, taxes and licenses of
$3,642, telephone of $14,645, travel of $22,291,
other general and administrative costs of $11,600
and miscellaneous expenses of $24,656.
Plan of Operation. Wallstreet is in the
development stage and has not conducted any
significant operations to date or received any
operating revenues. We had income of $13,394 as of
the three months ended March 31, 2001. Wallstreet
may experience problems, delays, expenses and
difficulties sometimes encountered by an
enterprise in Wallstreet's stage of development,
many of which are beyond Wallstreet's control.
These include, but are not limited to,
unanticipated problems relating to our consulting
services, employee costs, and marketing problems,
additional costs and expenses that may exceed
current estimates and competition.
10
The net proceeds from our recent equity financing
will not be sufficient to complete Wallstreet's
business plan. The funds received are only
contemplated to continue to cover overhead and to
improve Wallstreet's balance sheet, while the
primary funding necessary to launch the Wallstreet
channel is sought. If this primary funding is not
obtained within a reasonable period of time,
Wallstreet will be required to seek additional
equity or debt financing to fund the costs of its
operations, including continued development of our
football network concept. There can be no
assurance that additional financing will be
available or that, if available, such financing
will be on acceptable terms to enable Wallstreet
to complete development of or commercialize any of
its proposed products.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA
HJ & ASSOCIATES, LLC
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Wallstreet-Review, Inc.
(Formerly Beryllium International Corporation)
(A Developmental State Company)
Lighthouse Point, Florida
We have audited the accompanying balance sheet of
Wallstreet-Review, Inc. (formerly Beryllium
International Corporation) (a developmental stage
company) as of December 31, 2000 and the related
statements of operations, stockholders' equity and
cash flows for the nine months ended December 31,
2000 and the year ended March 31, 2000, and for
the period from inception on July 10, 1985 through
December 31, 2000. Those financial statements are
the responsibility of Wallstreet-Review's
management. Our responsibility is to express an
opinion on these financial statements based on our
audits.
We conducted our audits in accordance with
generally accepted auditing standards. Those
standards require that we plan and perform the
audit to obtain reasonable assurance about whether
the financial statements are free of material
misstatement. An audit includes examining, on a
rest basis, evidence supporting the amounts and
disclosures in the financial statements. An audit
also includes assessing the accounting principles
used and significant estimates made by management,
as well as evaluating the overall financial
statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred
to above present fairly, in all material respects,
the financial position of Wallstreet-Review, Inc.
(formerly Beryllium International Corporation) (a
developmental stage company) as of December 31,
2000 and the results of its operations and its
cash flows for the nine months ended December 31,
2000, and the year ended March 31, 2000, and from
inception on July 10, 1995 through December 31,
2000 in conformity with generally accepted
accounting principles.
The accompanying financial statements have been
prepared assuming that Wallstreet-Review will
continue as a going concern. As discussed in Note
12
4 to the financial statements, Wallstreet-Review
is a development stage company with no significant
operating results to date, which raises
substantial doubt about its ability to continue as
a going concern. Management's plans with regard to
these matters are also described in Note 4. The
financial statements do not include any
adjustments that might result from the outcome of
this uncertainty.
HJ & Associates, LLC
Salt Lake City, Utah
June 26, 2001
50 South Main Street, Suite 1450 *
Salt Lake City Utah 84144
Telephone (801) 328-4408 Facsimile (801) 328-4461
13
WALLSTREET-REVIEW, INC.
(Formerly Beryllium International Corporation)
(A Development Stage Company)
Balance Sheets
December 31,
ASSETS 2000
------------
<s> <c>
CURRENT ASSETS
Cash $ -
-------------
Total Current Assets -
-------------
LONG-TERM ASSETS
Fixed assets 44,350
Less: accumulated depreciation (1,189)
-------------
TOTAL ASSETS 43,161
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------
CURRENT LIABILITIES
Trade payable $ 13,547
Notes payable - related party (Note 5) 10,045
Total Liabilities 23,592
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock: 10,166,666 shares authorized
of $0.01 par value, 764,196 shares
issued and outstanding 7,642
Capital in excess of par value 942,669
Deficit accumulated during the development stage (930,742)
-------------
Total Stockholders' Equity (Deficit) 19,569
-------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 43,161
=============
The accompanying notes are an integral part of
these financial statements
14
WALLSTREET-REVIEW, INC.
(Formerly Beryllium International Corporation)
(A Development Stage Company)
Statements of Operations
From
Inception on
For the For the July 10,
Year Ended Year Ended 1985 Through
December 31, March 31, December 31,
2000 2000 2000
<s> <c> <c> <c>
REVENUES $ - $ - $ -
----------- ----------- -----------
EXPENSES
General and administrative 23,452 - 23,452
Salaries and benefits 607,980 - 607,980
Lease and rental 4,466 - 4,466
Acquisition costs 272,751 - 212,751
Depreciation expense 1,189 - 1,189
----------- ----------- -----------
Total Expenses 909,838 - 909,838
----------- ----------- -----------
OTHER EXPENSES
Interest expense 1,137 - 1,137
Total Other Expenses 1,137 - 1,137
LOSS BEFORE DISCONTINUED
OPERATIONS (910,975) (910,975)
INCOME (LOSS) FROM DISCONTINUED
OPERATIONS (910,975) - (910,975)
NET INCOME (LOSS) $ (930,742) - $ (930,742)
INCOME (LOSS) PER SHARE FROM
OPERATIONS $ (6.30) $ 0.00
INCOME (LOSS) PER SHARE FROM
DISCONTINUED OPERATIONS (0.14) 0.00
NET INCOME (LOSS) PER SHARE $ (6.44) (0.00)
----------- -----------
WEIGHTED AVERAGE NUMBER
OF SHARES 144,660 69,802
----------- -----------
The accompanying notes are an integral part of these
financial statements
15
WALLSTREET-REVIEW, INC.
(Formerly Beryllium International Corporation)
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
Deficit
Accumulated
Capital in During the
Common Stock 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
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 90,917 909 217,842
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 764,196 $ 7,642 $ 942,669 $(930,742)
======= ======== ============ =========
The accompanying notes are an integral part
of these financial statements
16
WALLSTREET-REVIEW, INC.
(Formerly Beryllium International Corporation)
(A Development Stage Company)
Statements of Cash Flows (Continued)
From
Inception on
For the For the July 10,
Year Ended Year Ended 1985 Through
December 31, March 31, December 31,
2000 2000 2000
---------------------------------------------------
<s> <c> <c> <c>
Net income (loss) $ (930,742) $ (36,116) $ (2,251,692)
Adjustments to reconcile net loss to net
Cash used in operating activities:
Depreciation and amortization 1,189 - 2,461
Expenses paid by shareholders 5,980 - 99,136
Common stock issued for services 607,500 - 641,292
Common stock issued for debt 5,500 - 5,500
Organization costs 272,751 - 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 11,222 1,437 104,139
Increase (decrease) in notes payable - - 402,436
Increase (decrease) in accrued expenses20,905 34,679 187,470
------------- ---------- --------------
Cash Provided (Used) by Operating
Activities (5,695) - (515,132)
------------- ---------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets (4,350) - (4,350)
Purchase of natural resource properties - - (1,140,803)
Proceeds from disposal of real estate - - (642,622)
Reacquisition and cancellation of common
stock - - (50,000)
Proceeds from note payable-related party 10,045 - 144,551
------------- ---------- --------------
Cash Provided (Used) by Operating
Activities 10,045 - 986,227
NET INCREASE (DECREASE IN CASH AND
CASH EQUIVALENTS
CASH AT BEGINNING OF PERIOD - - -
------------- ---------- --------------
CAST AT END OF PERIOD $ - $ - $ -
============= ========== ==============
The accompanying notes are an integral
part of these financial statements
17
WALLSTREET-REVIEW, INC.
(Formerly Beryllium International Corporation)
(A Development Stage Company)
Statements of Cash Flows (Continued)
From
Inception on
For the For the July 10,
Year Ended Year Ended 1985 Through
December 31, March 31, December 31,
2000 2000 2000
---------------------------------------------------
<s> <c> <c> <c>
CASH PAYMENTS FOR:
Income taxes $ - $ - $ 764
Interest $ - $ - $ 77,927
NON-CASH FINANCING ACTIVITIES
Common stock issued in settlement of
Long term debt $ 5,500 $ - $ 27,333
Common stock issued in exchange for
Natural resource properties $ $ $ 37,500
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 Wallstreet-Review $ $ $ 73,564
Note payable and accrued interest paid
By a director of Wallstreet-Review $ $ $ 15,000
Common stock issued for services $ 607,500 $ $ 607,500
Common stock issued for organization
Expenses $ 272,751 $ $ 272,751
The accompanying notes are an integral
part of these financial statements
18
WALLSTREET-REVIEW, INC.
(Formerly Beryllium International Corporation)
(a Development Stage Company)
Notes to the Financial Statements
December 31, and March 31, 2000
NOTE 1 - ACQUISITION OF MOODY BERYLLIUM
CORPORATION
On December 20,l985, pursuant to an acquisition
and merger agreement, Emery Energy, Inc. (Emery)
acquired all of the common stock of Moody
Beryllium 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
(Wallstreet-Review) 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
transferred to its principal shareholder via a
transfer of H&H's common stock. The subsidiaries
were dissolved in 1992.
19
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. Wallstreet-Review
has divested itself of the unpatented beryllium
mining claims held due to their negative value to
Wallstreet-Review. As an aspect of entering into
and completing the asset acquisition transaction
with Wallstreet-Review.Net, Inc., Wallstreet-
Review 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 natural resource properties.
During the year ended March 31, 1992, Moody
Corporation was dissolved. On December 19, 1986,
Wallstreet-Review changed its name to Beryllium
International Corporation.
20
Wallstreet-Review.Net, Inc. (a development stage
company) was incorporated in the State of Florida
on June 18, 1999. Wallstreet-Review.Net was merged
into Beryllium International Corporation.
Wallstreet-Review 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, Wallstreet-Review
changed its name to Wallstreet-Review, Inc.
Wallstreet-Review 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, Wallstreet-Review's Board of Directors
determined to reverse-split Wallstreet-Review's
common stock, one share of post-reverse split stock
in exchange for 300 shares of pre-reverse split
stock and to change Wallstreet-Review's trading
symbol on the Over-The-Counter Market (OTC) from
BERY to WALS.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Accounting Method
Wallstreet-Review's financial statements are
prepared using the accrual method of accounting.
b. Provision for Taxes Wallstreet-Review has a net
operating loss carryover of approximately
$1,031,000 as of December 31, 2000 which expires in
full by 2020. The potential tax benefit has been
offset by a valuation allowance for the same
amount.
c. Cash Equivalents
Wallstreet-Review 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
21
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.
December 31, March 31,
2000 2000
------------ ---------
<s> <c> <c>
Loss per share-
Numerator - net loss from operations $ (910,975) $ 0.00
Denominator - weighted average
number of shares outstanding 144,660 9,802
---------- ---------
Loss per share from operations $ (6.30) $ (0.00)
Numerator - net loss from discontinued
Operations $ (19,767) $ (36,116)
Denominator - weighted average
number of shares outstanding 144,660 69,802
Loss per share from discontinued
Operations $ (0.14) (0.52)
Total loss per share $ (6.44) $ (0.52)
f. Revenue Recognition
Wallstreet-Review currently has no source of
revenues. Revenue recognition policies will be
determined when principal operations begin.
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
Wallstreet-Review'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. Wallstreet-Review has not established
22
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 December 31, 2000 and March 31, 2000,
notes payable to related parties consisted of
the following:
December 31 March 31,
2000 2000
----------- -----------
<s> <c> <c>
Note payable to a director of Wallstreet-Review,
bearing interest at prime plus 4.0%,
unsecured, past due. $ $ 37,500
Note payable to a director of Wallstreet-Review,
bearing interest at prime plus 4.0%,
unsecured, past due. 82,006
Note payable to directors of Wallstreet-Review,
non-interest bearing $ 10,045 -
Total notes payable to related parties 10,045 119,506
Less: current portion 10,045 (119,500)
Total Long-Term Debt $ - $ -
NOTE 6 - DILUTIVE INSTRUMENTS
a. Stock Options
The Company applied Accounting Principles Board
("APB") Option 25, "Accounting for Stock Issued to
Employees," and related interpretation 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 For the
Year Ended Year Ended
December 31, March 31,
2000 2000
------------ ------------
<s> <c> <c>
Net loss:
As reported $ (929,703) $ (36,116)
Pro Forma (36,116)
Net loss per share
As reported $ (0.05) $ (0.00)
Pro Forma (0.00)
The Company has granted the following options
as of December 31, 2000
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
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 $0.0l 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.
24
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
Issuance of Stock
On January 23, 2001, four million shares of common
stock were issued to complete the purchase of the
website. At December 31, 2000 the shares of stock
had been authorized, but not issued. The value of
the website is $40,000.
Acquisition
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.
In June, WSR Energy Resources, Inc. sold the
property to Spencer Restaurants, Inc. for a
combination of cash, notes and stock. Wallstreet-
Review, Inc. and Spencer Restaurants, Inc. are
negotiating the terms of the acquisition.
NOTE 9 - DISCONTINUED OPERATIONS
Effective November 15, 2000, Wallstreet-Review
elected to discontinue its mining operations and
concentrate solely on offering consulting services
to small businesses. The following is a summary of
the loss from discontinued operations resulting
from the elimination of the mining segment of
Wallstreet-Review. The financial statements have
been retroactively restated to reflect this event.
25
December 31, March 31,
2000 2000
<s> <c> <c>
REVENUES $ - $ -
EXPENSES
General and administrative 1,437
Total Expenses (1,437)
OTHER INCOME (EXPENSES)
Interest expense (19,767) (34,679)
Total Other Income (Expenses) (19,767) (34,679)
NET INCOME (LOSS) (19,767) (36,116)
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
26
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE
REGISTRANT
CURRENT MANAGEMENT
The table below sets forth the name, age,
and position of each current director and
executive officer.
DIRECTOR OR WITH COMPANY
NAME AGE POSITIONS SINCE
---- -- --------- -----
Matthew P. Dwyer 36 Chief Exec. Officer/ Nov. 2000
Director to present
Peter Nardangeli 45 President/Chief Nov. 2000
Financial/Director to present
Gerald M. Park 69 Director Nov. 2000
to present
R. Dennis Ickes 57 Director Nov. 2000
to present
Richard Houraney 51 Director Nov. 2000
to present
Jeff Daly 47 Vice President/ Jun. 2001
Secretary to present
Resumes -
Matthew P. Dwyer, is CEO and Director of
Wallstreet-Review, Inc and WSR Energy Resources,
Inc. Prior to this Mr. Dwyer formed Wallstreet-
Review.Net, Inc. His duties included raising
private investment, client acquisition and
establishing the company as a publicly traded firm
on the OTCBB through a reverse merger with
an existing public company.
Mr. Dwyer has over 15 years experience in the
securities industry as a consultant, and as a
licensed stockbroker holding a series 7 and 63
license.
While a licensed stockbroker his duties included
building a client base and servicing his clients'
financial objectives. As a private consultant
specializing in Small Cap Companies, Mr. Dwyer's
expertise featured reverse mergers, financing
(private placements and bridge loans), and market
support (adding market makers). He was also
instrumental in developing broker support for
27
clients by introducing their companies to the
financial community while overseeing shareholder
relations, expanding his client companies'
existing shareholder bases while improving
relations with existing shareholders, and those of
corporate acquisitions.
Peter Nardangeli, C.A., B.Sc. is the President,
Chief Financial Officer, and Director of
Wallstreet-Review and WSR Energy Resources, Inc.
Mr. Nardangeli is also the current CEO and a
shareholder of a Coatings company having acquired
the company in June 1997. The company is
internationally known and specializes in
environmentally friendly coatings for the gas,
marine, mining, oil, pulp and paper industries.
It's applications and services are utilized for
ground support, reducing abrasion and corrosion,
water and gas proofing as well as for general
protective purposes. Mr. Nardangeli joined an
international environmental services company as
CFO having senior financial responsibilities for
operations located in Ontario, Quebec, British
Columbia and New York State. Mr. Nardangeli also
assisted the company to go public. He went on to
become General Manager responsible for transport
and processing facilities for six locations in
Southern Ontario. Mr. Nardangeli also became a
Director of all subsidiary companies of the
Corporation.
Previously a CFO in an investment company Mr.
Nardangeli managed businesses relating to real
estate, property development, manufacturing, waste
management, quarries and food services.
Gerald M. Park, Is a Director of Wallstreet-
Review, Inc. and a former Officer and Director of
Beryllium International Corporation. Mr. Park has
a Masters Degree Mineralogy and Geochemistry
University of Utah 1968. Active international
geological consultant in natural resources
industry, i.e. hardrock and precious metals, coal,
uranium and industrial minerals for more than 30
yr. Regional geologist The Anaconda Company,
Westinghouse Electric, El Paso Natural Gas. Vice
President, director Beryllium International since
1986.
R. Dennis Ickes, is a Director of Wallstreet-
Review, Inc. and a former Officer and Director of
Beryllium International, Corporation. MR. Ickes is
an attorney and a businessman. He is a native of
Page, Nebraska who was educated at the University
28
of Nebraska in pre-veterinary medicine, at Brigham
Young University in political science and public
administration and at the University of Utah in
law. Mr. Ickes served as a trial attorney and as a
director in the United States Department of
Justice and as deputy under secretary of the
Interior in the administrations of President
Richard M. Nixon and President Gerald Ford. From
1977 to the present Mr. Ickes has practiced law in
Salt Lake City, Utah where he has represented
clients primarily in the oil, natural gas, and
agricultural resources industries. In addition,
he has represented Indian tribes and those who do
business with Indian tribes in all aspects of
their business.
As a businessman, Mr. Ickes founded Great Basin
Industries, a mining company. He has served on the
boards of directors of several companies that are
in the natural resource and in the Internet
industries. Mr. Ickes has served on board of
Beryllium International Corporation and its
predecessor since 1982. Mr. Ickes has also served
on a number of local, national and international
charitable organizations.
Richard Houraney, is a Director and former
Secretary of Wallstreet-Review, Inc. Mr. Houraney
had been a principal of Wallstreet-Review.Net,
Inc. from inception and was instrumental in the
managing and marketing of the Company. Mr.
Houraney is a consultant and technical advisor to
American Dream Enterprises.
Jeff Daly, is the Vice President and Secretary of
Wallstreet-Review, Inc. and Vice President,
Secretary and Director of WSR Energy Resources,
Inc. Mr. Daly has extensive business expertise
developed through over two decades of
entrepreneurship, executive management and
consulting. In addition to owning and operating
five businesses, Mr. Daly was Executive Vice
President for a national direct marketing firm
before becoming an independent marketing and
Internet consultant for five years. During the
explosive growth of the Internet, Mr. Daly gained
valuable securities experience working for a
technology incubating venture capital firm. Prior
to joining Wallstreet-Review, Mr. Daly traveled
extensively operating at the CEO and boardroom
level as an Executive Consultant for one of the
largest and most prestigious management-consulting
firms in the world.
29
Mr. Daly's many capabilities include experience in
management, sales, administration, acquisitions,
analysis, business development, financing and
technology.
Prior to his business career, Mr. Daly was an
award-winning investigative reporter and magazine
editor.
ITEM 11. EXECUTIVE COMPENSATION
During the last twelve months, the following
compensation has been paid to the executive
officers
Annual Compensation Awards Payouts
------------------- ---------------------- --------
Other Restricted Securities
Annual Stock Underlying LTIP All Other
Name Year Salary Bonus Compensation Awards Options/SARs Payouts Comp.
($) ($) ($) ($) ($) ($) ($)
<s> <c> <c> <c> <c> <c> <c> <c> <c>
Mattew P. Dwyer
CEO 2000 - - 20,000 - 200,000/$.01 - 220,000
Peter Nargangeli
CFO 2000 - - 15,000 - - - 218,000
Richard Nouraney
SEC 2000 - - 10,000 - 160,000 - -
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The registrant is authorized to issue 25,000,000
shares of common stock, par value $0.01, of which
764,196 were issued and outstanding at the close
of business on December 31, 2000. Each share of
common stock is entitled to one vote.
The following table sets forth, as of December 31,
2000, the number of shares of the Registrant's
common stock, par value $0.01, held of record or
beneficially by each person who was known by the
Registrant to own beneficially 5% or more, share
holdings of each officer, director, and nominee,
and all officers and directors as a group. Each
person listed holds sole voting and investing
power over the shares shown as being beneficially
owned by such person.
30
NAME OF
BENEFICIAL OWNER NUMBER OF PERCENT OF
PRINCIPAL SHAREHOLDERS SHARES CLASS
------------------- --- -----
<s> <c> <c>
Matthew P. Dwyer* 200,500 26.2%
Peter Nardangeli 218,500 28.5%
Richard Houraney 160,000 20.9%
Wallstreet-Review.Net, Inc.* 108,333 14.1%
*Matthew P. Dwyer is the president and sole director of
Wallstreet-Review.Net, Inc.
OFFICERS AND DIRECTORS
----------------------
<s> <c> <c>
Matthew P. Dwyer see above
Peter Nardangeli see above
Richard Houraney see above
Gerald M. Park 6,893 *
R. Dennis Ickes 7,496 *
R. Dennis Ickes and Susan
Marriott Ickes 334 *
All officers and directors
as a group six (6) persons 702,056 89.7%
-----------
* Less than 1%
ITEM 14. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS
At December 31, 2000 and March 31, 2000, notes
payable to related parties consisted of the
following:
December 31, March 31,
2000 2000
----------- -----------
<s> <c> <c>
Note payable to a director of Wallstreet-Review,
bearing interest at prime plus 4.0%,
unsecured, past due. $ $ 37,500
Note payable to a director of Wallstreet-Review,
bearing interest at prime plus 4.0%,
unsecured, past due. 82,006
31
Note payable to directors of Wallstreet-Review,
non-interest bearing $10,045 -
Total notes payable to related parties 10,045 119,506
Less: current portion 10,045 (119,500)
Total Long-Term Debt $ - $ -
On October 10, 2000, Wallstreet-Review 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, Wallstreet-Review 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, Wallstreet-Review 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 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.
On November 13, 2000, the Company issued options
to Richard Houraney to purchase 150,000 shares of
common stock at $0.0l 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.
During the year ended December 31, 2000,
Wallstreet-Review entered into an agreement to
purchase the URL address from Matthew P. Dwyer for
4,000,000 shares of restricted common stock. At
December 31, 2000, the shares of stock had been
authorized, but not issued. The value of the
website is $40,000.
32
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8-K
None.
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
Pursuant to the requirements of 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.
/s/Matthew P. Dwyer September 30, 2001
----------------------
Matthew P. Dwyer
Chief Executive Officer
Director
/s/Peter Nardangeli September 30, 2001
----------------------
Chief Financial Officer
Controller
Director
/s/Gerald M. Park September 30, 2001
----------------------
Gerald M. Park
/s/R. Dennis Ickes September 30, 2001
----------------------
R. Dennis Ickes
/s/Richard Houraney September 30, 2001
----------------------
Richard Houraney
/s/Jeff Daly September 30, 2001
----------------------
Jeff Daly