SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
FORM 10-Q
Quarterly report pursuant to Section 13 or 15 (d)
of the Securities and Exchange Act of 1934.
For the Quarter ended September 30, 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: 24,726,105 common shares
were outstanding as of September 30, 2001.
2
WALLSTREET-REVIEW, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Balance Sheets
ASSETS
September 30, December 31,
2001 2000
------------- ------------
(Unaudited)
<s> <c> <c>
CURRENT ASSETS
Cash $ 25,947 $ -
Accounts receivable 27,018 -
--------- ----------
Total Current Assets 52,965 -
--------- ----------
LONG-TERM ASSETS
Equity investment 210,000 -
Fixed assets 44,514 44,350
Less: accumulated depreciation (11,859) (1,189)
--------- ----------
Total Long-Term Assets 242,655 43,161
OTHER ASSETS 32,110 -
Less: allowance for doubtful accounts (19,465) -
---------- -----------
Total Other Assets 12,645 -
---------- -----------
TOTAL ASSETS $ 308,265 $ 43,161
========== ===========
3
WALLSTREET-REVIEW, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Balance Sheets (Continued)
LIABILITIES AND STOCKHOLDERS' EQUITY
September 30, December 31,
2001 2000
------------- -------------
(Unaudited)
<s> <c> <c>
CURRENT LIABILITIES
Trade payable $ 47,300 $ 13,547
Notes payable - related party (Note 5) 28,437 10,045
Accrued expenses 286,000 -
Interest payable 2,065 -
----------- -----------
Total Liabilities 363,802 23,592
----------- -----------
STOCKHOLDERS' EQUITY
Common stock: 25,000,000 shares
authorized of $0.01 par value,
21,251,105 shares issued and
outstanding 247,261 7,642
Capital in excess of par value 10,835,302 942,669
Stock subscription receivable (30,000) -
Deficit accumulated during the
development stage (11,108,100) (930,742)
----------- -----------
Total Stockholders' Equity (55,537) 19,569
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 308,265 $ 43,161
=========== ===========
4
WALLSTREET-REVIEW, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Operations
(Unaudited)
From
Inception
On
For the For the June 18,
Three Months Ended Nine Months Ended 1999
Through
September 30, September 30, September 30,
------------------- ----------------- -------------
2001 2000 2001 2000 2001
------------------- ----------------- -------------
<s> <c> <c> <c> <c> <c>
REVENUES $ - $ - $ 64,160 $ - $ 64,160
EXPENSES
General and administrative 38,250 - 324,432 - 347,884
Salaries and benefits 453,900 - 6,674,925 - 7,282,905
Lease and rental 4,738 - 15,410 - 19,876
Acquisition costs - - 23,861 - 296,612
Depreciation expense 3,559 - 10,670 - 11,859
-------- -------- ---------- ------- -----------
Total Expenses 500,447 - 7,049,298 - 7,959,136
OTHER INCOME (EXPENSES)
Impairment of investment
in subsidiary (965,000) - (5,790,000) - (5,790,000)
Gain on sale of assets - - 2,600,000 - 2,600,000
Interest expense (704) - (2,220) - (3,357)
-------- ------- ----------- ------- -----------
Total Other Income
(Expenses) (965,704) - (3,192,220) - (3,193,357)
-------- ------- ----------- ------- ----------
INCOME (LOSS) BEFORE
DISCONTINUED
OPERATIONS (1,466,151) - (10,177,538) - (11,088,333)
-------- ------- ----------- ------- ----------
INCOME (LOSS) FROM
DISCONTINUED OPERATIONS - - - - (19,767)
-------- ------- ---------- ------- ----------
NET INCOME (LOSS) $(1,466,151) $ - $(10,177,538) $ - $(11,108,100)
======== ======= =========== ======= ===========
NET INCOME (LOSS)
PER SHARE $ (0.02) $ (0.00) $ (0.57) $ (0.00)
======== ======= =========== =========
WEIGHTED AVERAGE NUMBER
OF SHARES 21,392,405 69,802 17,790,746 69,802
========== ======= =========== =========
5
WALLSTREET-REVIEW, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated 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
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 764,196 $ 7,642 $ 942,669 $(930,742)
--------- --------- --------- ----------
6
WALLSTREET-REVIEW, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity
(Deficit) (Continued)
Deficit
Accumulated
Capital in During the
Common Stock 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 anti-dilution
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 -
Dividend-in-kind issued - - (1,500,000) -
Stock options issued for
employment agreement - - 324,000 -
Common stock issued for
options exercised at
$.01 per share 1,900,000 19,000 - -
Common stock issued for
Options exercised at
$0.06 per share 1,200,000 12,000 60,000 -
Common stock issued for
services to be performed
at $0.08 per share 375,000 3750 26,250 -
7
WALLSTREET-REVIEW, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity
(Deficit) (Continued)
Loss for the nine months ended
September 30, 2001 (unaudited) - - - (10,177,358)
---------- -------- ---------- -----------
Balance, September 30, 2001
(unaudited) 24,726,105 $247,261 $10,835,302 $(11,108,100)
8
WALLSTREET-REVIEW, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)
From
Inception on
For the June 18,
Nine Months Ended 1999 Through
September 30, September 30,
2001 2000 2001
------- --------- -------------
<s> <c> <c> <c>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(10,177,358)$ - $ (11,108,100)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 10,670 - 11,832
Common stock issued for services 6,602,252 - 7,185,410
Impairment of investment in subsidiary 5,790,000 - 5,790,000
Gain on sale of land (2,600,000) - (2,600,000)
Changes in operating assets and liabilities:
Increase (decrease) in trade payables 33,752 - 51,122
Increase (decrease) in accrued expenses 288,065 - 288,065
(Increase) decrease in accounts receivable
and other assets (39,663) - (39,663)
------------ ------- ------------
Cash Provided (Used) by
Operating Activities (92,282) - (421,334)
------------ ------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES
Sale of land 100,000 - 100,000
Purchase of fixed assets (164) - (4,514)
------------ ------- -------------
Cash Provided (Used) by
Investing Activities 99,836 - 95,486
CASH FLOWS FROM FINANCING ACTIVITIES
Common stock issued for cash - - 5,980
Proceeds from long-term debt - - 317,377
Proceeds from note payable - related party 104,696 - 114,741
Repayment of note payable - related party (86,303) - (86,303)
------------- ------- ---------------
Cash Provided (Used) by
Financing Activities 18,393 - 351,795
------------- -------- ---------------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 25,947 - 25,947
CASH AT BEGINNING OF PERIOD - - -
------------- --------- --------------
CASH AT END OF PERIOD $ 25,947 $ - $ 25,947
============ ========= ==============
9
WALLSTREET-REVIEW, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Cash Flows (Continued)
(Unaudited)
From
Inception on
For the June 18,
Nine Months Ended 1999 Through
September 30, September 30,
2001 2000 2001
------- --------- -------------
<s> <c> <c> <c>
CASH PAYMENTS FOR:
Income taxes $ - $ - $ -
Interest $ - $ - $ 1,764
NON-CASH FINANCING ACTIVITIES:
Common stock issued in settlement of
long-term debt $ - $ - $ 303,287
Common stock issued in exchange for
natural resource properties $5,000,000$ - $5,040,000
Common stock issued for services $6,602,252$ - $7,185,410
10
WALLSTREET-REVIEW, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2001 and December 31, 2000
NOTE 1 - BASIS OF PRESENTATION
The consolidated financial statements presented are
those of Wallstreet-Review, Inc. and its wholly-
owned subsidiaries; WSR Energy Resources, Inc and
WSR Financial Services, Inc. Wallstreet-Review,
Inc. is presently engaged in the business of
offering financial consulting services to small
companies seeking to become public companies
through one or more combinations with primarily
inactive publicly held companies.
In the opinion of management, the unaudited
financial statements reflect all adjustments,
consisting only of normal recurring accruals
necessary for a fair presentation of (a) the
consolidated statements of operations for the three
and nine months periods ended September 30, 2001
and 2000, (b) the consolidated financial position
at September 30, 2001 and (c) the consolidated
statements of cash flows for the nine month period
ended September 30, 2001 and 2000. The accounting
policies followed by the Company are set forth in
the Notes to be Consolidated Financial Statements
of the Company for the fiscal year ended December
31, 2000. The results of operations for interim
periods are not necessarily indicative of the
results to be expected for the full year.
The unaudited financial statements have been
prepared in accordance with generally accepted
accounting principles for interim financial
information and with the instructions to Form 10-Q.
Accordingly, they do not include all of the
footnotes required to be presented for complete
financial statements. The accompanying financial
statements include all adjustments (consisting only
of normal recurring accruals), which are, in the
opinion of management, necessary for a fair
presentation of the results for the interim periods
presented.
The financial statements and related disclosures
have been prepared with the presumption that users
of the interim financial information have read or
have access to the audited financial statements for
the preceding fiscal year. Accordingly, these
financial statements should be read in conjunction
11
WALLSTREET-REVIEW, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2001 and December 31, 2000
NOTE 1 - BASIS OF PRESENTATION (Continued)
with the audited financial statements and the
related notes thereto included in the Company's
2000 Annual Report on Form 10-K as filed with the
Securities and Exchange Commission on July 27,
2001.
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, 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
12
WALLSTREET-REVIEW, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2001 and December 31, 2000
NOTE 2 - ORGANIZATION AND DESCRIPTION OF
BUSINESS (Continued)
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.
b. Provision for Taxes
The Company has a net operating loss carryover of
approximately $4,800,000 as of September 30, 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.
13
WALLSTREET-REVIEW, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2001 and December 31, 2000
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued)
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.
For the For the
Three Months Ended Six Months Ended
September 30, September 30,
-------------------- ---------------------
2001 2000 2001 2000
<s> <c> <c> <c> <c>
Loss per share:
Numerator - net (loss) gain $(501,151) $ - $(9,212,358) $ -
Denominator - weighted
average number of shares
outstanding 21,392,405 69,802 17,790,746 69,802
---------- -------- ----------- --------
Loss per share $ (0.02) $ 0.00 $ (0.52) $ (0.00)
=========== ========= =========== =========
f. Revenue Recognition
The Company currently has minimal sources 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
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
14
WALLSTREET-REVIEW, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2001 and December 31, 2000
NOTE 4 - GOING CONCERN (Continued)
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 September 30, 2001, notes payable to related
parties consisted of the following:
September
2001
----------
<s> <c>
Note payable to a director of the Company,
bearing interest at prime plus 4.0%,
unsecured, past due. $ -
Note payable to a director of the Company,
bearing interest at prime plus 4.0%,
unsecured, past due. -
Note payable to directors of the Company,
at 8.0%, unsecured 28,437
---------
Total notes payable to related parties 28,437
Less: current portion (28,437)
---------
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 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.
15
WALLSTREET-REVIEW, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2001 and December 31, 2000
NOTE 6 - DILUTIVE INSTRUMENTS (Continued)
For the
Nine Months Ended
June 30,
2001 2000
<s> <c> <c>
Net loss:
As reported $(9,212,358) $ (10,107)
Pro Forma (9,236,358) (10,107)
Net loss per share:
As reported $ (0.52) $ (0.14)
Pro Forma (0.52) (0.14)
The Company has granted the following options as of
September 30, 2001.
Date of Exercise Exercise Amount Expiration
Description Grant Number Price Exercised Date
---------- --------- --------- --------- -----------
<s> <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
Officer 07-16-01 2,500,000 $ 0.01 1,900,000
Officer 09-20-01 700,000 $ 0.06 700,000
Officer 09-20-01 250,000 $ 0.06 250,000
Officer 09-20-01 250,000 $ 0.06 250,000
------- --------
4,538,000 3,650,000
========= =========
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.
16
WALLSTREET-REVIEW, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2001 and December 31, 2000
NOTE 7 - DILUTED INSTRUMENTS (Continued)
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.
On July 16, 2001, the Company issued options to
Jeff Daly to purchase 2,500,000 shares of common
stock at $0.01 per share, which were valued at
$0.12 per share based on the value of the stock.
Accordingly, a compensation expense of $300,000 was
recognized 1,900,000 of these options were
exercised on September 17, 2001.
On September 20, 2001, the Company issued options
to Matthew Dwyer to purchase 700,000 shares of
common stock at $0.06 per share, which were valued
at $0.02 per share based on the value of the stock.
Accordingly, a compensation expense of $14,000 was
recognized. These options were exercised on
September 20, 2001.
On September 20, 2001, the Company issued options
to Peter Nardangeli to purchase 250,000 shares of
common stock at $0.06 per share, which were valued
at $0.02 per share based on the value of the stock.
Accordingly, a compensation expense of $5,000 was
recognized. These options were exercised on
September 20, 2001.
17
WALLSTREET-REVIEW, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2001 and December 31, 2000
NOTE 7 - DILUTED INSTRUMENTS (Continued)
On September 20, 2001, the Company issued options
to Jeff Daly to purchase 250,000 shares of common
stock at $0.06 per share, which were valued at
$0.02 per share based on the value of the stock.
Accordingly, a compensation expense of $5,000 was
recognized. These options were exercised on
September 20, 2001.
NOTE 8 - ACQUISITION AND SALE OF PROPERTY
During the first quarter 2001, the Company
purchased a piece of land for $5,000,000 worth of
common stock. The land was transferred to a
wholly-owned subsidiary, WSR Energy Resources,
Inc., created for the purpose of holding the
property.
During the second quarter 2001, WSR Energy
Resources, Inc. sold the property to Spencer's
Restaurants, Inc. for $7,600,000 payable in a
combination of cash, promissory note and
convertible preferred stock. As a result, the
Company took over control of the board of directors
of Spencer's Restaurants, Inc. and changed its name
to WSR Energy Resources, Inc. (WSRE).
Subsequent to June 30, 2001, the wholly-owned
subsidiary converted the preferred shares into
common stock. In addition, the promissory note
issued in conjunction with the property sale was
forgiven in exchange for 12,000,000 shares of
restricted common stock in WSRE. These shares were
transferred to the Company, which issued the shares
as a dividend to shareholders of record on March
16, 2001. These transactions are being recorded as
though they occurred during the second quarter
2001.
NOTE 9 - SUBSEQUENT EVENTS
Subsequent to September 30, 2001 the wholly-owned
subsidiary, WSR Energy Resources, Inc. entered into
a reverse merger agreement with an unaffiliated
company.
18
Item 2. Management's Discussion and Analysis of
Financial Condition
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.
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
19
focused on providing financial consulting services
with the assets and business acquired as an aspect
of the acquisition transaction.
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 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.
On August 13, 2001, the Company created a wholly
owned subsidiary named WSR Financial Services, Inc.
WSRF will offer financial services to individual
investors and investment banking to corporate
clients.
On November 16, 2001, the Company's wholly owned
subsidiary WSR enterred into an Agreement and Plan
of Reorganization with BioTec Systems, Ltd.
BioTec will reverse merger into WSR and file a
registration statement to register the stock. The
Company retained 27% of the newly merged company.
On November 27, Matthew P. Dwyer resigned as CEO
and COB. Jeff Daly was appointed interim CEO and
as a director of the Company until the next
shareholder meeting.
On December 3, the Company announced a share
distribution for all shareholders of record as of
the 14th of December. The Company shall
distribute one share of BioTec for every 13.96
Company shares held. On December 14th, the
20
Company extended the record date until the 4th of
January and increased the distribution to one share
of BioTec for every 7.3 Company shares held.
RESULTS OF OPERATIONS
Comparison of operations for the nine months ended
September 30, 2001 with the nine months ended
September 30, 2000.
For the nine months ended September 30, 2001, net
loss was $10,177,538) compared to $-0- for the nine
months ended September 30, 2000, due to the
increased cost associated with certain anti-
dilution clauses from the acquisition of the Vance
oil & gas leases.
Expenses for the nine months ended September 30,
2001 consisted of salaries and benefits of
$6,674,925, lease and rental costs of $15,410,
acquisition costs of $23,861 and depreciation
expense of $10,670. General and administrative
expenses in 2000 were $-0- compared to $324,432 in
2001 reflecting the level of activity of operations
by the Company after the merger and with the
acquisition of the Oil & Gas leases.
The substantial increase in salaries and benefits
resulted from the issuance of common stock for
services.
LIQUIDITY AND CAPITAL RESOURCES
For the nine months ended September 30, 2001, the
Company received proceeds from a note-payable-
related party of $104,696 and repaid $86,303 of the
note-payable-related party. As a result, the
Company had cash provided by financing activities
of $18,393 for the nine months ended September 30,
2001.
For the nine months ended September 30, 2000, the
Company pursued no financing activities.
For the nine months ended September 30, 2001, the
Company sold land for $100,000 and purchased fixed
assets of $164. As a result, the Company had cash
provided by investing activities of $99,836 for the
nine months ended September 30, 2001.
For the nine months ended September 30, 2000, the
Company pursued no investing activities.
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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.
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.
January 10, 2002
By: /s/ Jeff Daly
--------------------
Jeff Daly
Chief Executive Officer
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