As filed with the Securities and Exchange
Commission on March 1, 2002
Registration No. 0-9577
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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 No.)
3170 North Federal Highway, Suite 105
Lighthouse Point, FL 33064
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
954-786-2020
Wallstreet-Review, Inc.
2001 Non-statutory Stock Option Plan
- -------------------------------------------------
(Full title of the plan)
Matthew P. Dwyer
3170 North Federal Highway, Suite 105
Lighthouse Point, Florida 33064
- -------------------------------------------------
(Name and address of agent for service)
954-786-2020
- -------------------------------------------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum Aggregate
Title of securities amount to be offering price offering Registration
to be registered registered per share price fee (1)
<s> <c> <c> <c> <c>
Common Stock (2) 3,000,000 $.0.21 $630,000 $157.50
TOTALS 3,000,000 $630,000 $157.50
(1) The fee with respect to these shares has been
calculated pursuant to Rule 457 of Regulation C
under the Securities Act of 1933, as amended, and
based upon the average of the bid and asked price
per share of the Registrant's Common Stock on a
date within five (5) days prior to the date of
filing of this Registration Statement, as reported
2
on the National Association of Securities Dealers,
Inc.'s Electronic Bulletin Board.
(2) To be issued, at the sole discretion of the
Registrant, as shares underlying options granted to
and to be granted, under Wallstreet-Review, Inc.
2001 Non-statutory Stock Option Plan as amended.
3
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
The document(s) containing the information
concerning the Wallstreet-Review, Inc. 2001 Non-
statutory Stock Option Plan, effective as of August
14, 2001 and amended on February 28, 2002, required
by Item 1 of Form S-8 under the Securities Exchange
Act of 1934, as amended, and the statement of
availability of registrant information, employee
benefit plan annual reports and other information
required by Item 2 of Form S-8 will be sent or
given to participants as specified by Rule 428. In
accordance with Rule 428 and the requirements of
Part I of Form S-8, these documents are not being
filed with the Securities and Exchange Commission
either as part of this registration statement on
Form S-8 or as prospectuses or prospectus
supplements pursuant to Rule 424.
Wallstreet-Review, Inc., a Florida corporation,
shall maintain a file of such documents in
accordance with the provisions of Rule 428. Upon
request, Wallstreet-Review, Inc. shall furnish to
the Commission or its staff a copy or copies of all
of the documents included in such file.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The content of Wallstreet-Review, Inc. Annual
Report on Form 10-KSB for the year ended December
31, 2000, and Form 10-QSB for the quarterly period
ended September, 2001 are incorporated by reference
into this registration statement.
All documents filed by Wallstreet-Review, Inc. with
the Commission pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this
registration statement and prior to the termination
of the offering shall be deemed to be incorporated
by reference into this registration statement and
to be a part hereof from the date of filing of such
documents. Any statement contained in a document
incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or
superseded for purposes of this registration
statement to the extent that a statement contained
herein or in any other subsequently filed document
which also is or is deemed to be incorporated by
reference herein modifies or supersedes such
statement. Any such statement so modified or
superseded shall not be deemed, except as so
modified or superseded, to constitute a part of
this registration statement.
Wallstreet-Review, Inc. will provide without charge
to each person to whom a copy of this registration
statement is delivered, on the written or oral
request of such person, a copy of any or all of the
documents referred to above which have been or may
be incorporated by reference into this registration
statement, other than certain exhibits to such
documents. Requests for such copies shall be
directed to Shareholder Relations, Wallstreet-
Review, Inc., 3170 North Federal Highway, Suite
105, Lighthouse Point, Florida 33064
ITEM 4. DESCRIPTION OF SECURITIES.
COMMON STOCK.
The articles of incorporation of Wallstreet-Review,
Inc. authorize the issuance of 60,000,000 shares of
common stock, $.001 par value. The common stock
will receive such dividends, if any, as may be
declared by the board of directors out of funds
legally available for such purposes. Under the laws
5
of the state of Florida, dividends may be paid to
stockholders from a corporation's excess of its
assets over its liabilities, including capital, as
computed in accordance with the provisions of
Florida statutes, inclusive, or in case there shall
be no such excess, out of its net profits for the
fiscal year then current and the preceding fiscal
year, but not otherwise.
Holders of the common stock
- - have no conversion rights;
- - have no sinking fund rights;
- - have no redemption provisions;
- - are entitled to one vote per share on all
matters submitted to a
vote of holders of common stock;
- - do not have any cumulative voting rights;
- - do not have any preemption rights.
In the event of a liquidation, dissolution or
winding-up of Wallstreet-Review, Inc., the holders
of common stock are entitled to share equally and
ratably in the assets of Wallstreet-Review, Inc.,
if any, remaining after the payment of all debts
and liabilities of Wallstreet-Review, Inc. and the
liquidation preference of any preferred stock that
may be then outstanding. The outstanding common
stock is, and the shares to be issued in this
offering, when and if issued, will be fully paid
and non-assessable.
There is no restriction on alienability of the
securities to be registered.
There is no provision discriminating against any
existing or prospective holder of the securities as
a result of any securities holder owning a
substantial amount of securities. Additional
authorized but unissued common stock may be issued
by Wallstreet-Review, Inc. board of directors
without the approval of the shareholders.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In accordance with the Florida statutes, a
corporation may indemnify a director, officer,
employee or agent of the corporation against
expenses, including attorneys' fees, judgments,
fine and amounts paid in settlement actually and
6
reasonably incurred by such person in connection
with any suit or proceeding if the person acted in
good faith and in a manner the person reasonably
believed to be in or not opposed to the best
interest of the corporation and, with respect to
criminal actions or proceedings, was not unlawful.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit Number Description
- -------------- -----------
4.1 Wallstreet-Review's articles
of incorporation, as
amended, define the rights
of holders of the equity
securities being registered,
which were included as
exhibits to Beryllium
International Corporation
Form 10 (File No. 000-09577)
(2)
4.2 Wallstreet-Review, Inc.
bylaws define the rights of
holders of the equity
securities being registered,
which are included as
exhibits to Wallstreet-
Review, Inc. Form 10, File
No. 333-09577 (2)
5.1 Opinion of Counsel, Jody M.
Walker, Attorney At Law (1)
10.1 Wallstreet-Review, Inc.
2001 Non-statutory Stock
Option Plan adopted by
Wallstreet-Review, Inc.
on August 14, 2001 (4)
10.2 Amended Wallstreet-
Review, Inc. 2001 Non-
statutory Stock Option Plan
adopted by Wallstreet-
Review, Inc. on February 28,
2002
23.1 Consent of HJ & Associates,
LLC, Certified Public
Accountants (1)
23.2 Consent of Jody M. Walker,
Attorney At Law(3)
(1) Included in this filing.
(2) Incorporated by reference to Exhibits to
Wallstreet-Review, Inc. Form 10, File No.
333-09577
(3) Included in Exhibit 5.1.
(4) Incorporated by reference to Exhibits to
Wallstreet-Review, Inc. Form S-8 filed
September 17, 2001.
ITEM 9. UNDERTAKINGS.
Wallstreet-Review hereby undertakes:
(1) To file, during any period in which offers
or sales are being made, a post-effective amendment
to this registration statement:
(i) To include any prospectus required by
Section 10(a)(3)of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which individually or
in the aggregate, represent a fundamental change in
the information set forth in the registration
statement;
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the registration statement
or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be
a new registration statement relating to the
securities offered therein, and the offering of
such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities
being registered which remain unsold at the
termination of the offering.
(4) The undersigned registrant hereby undertakes
that, for purposes of determining any liability
under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange
8
Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant
to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the
registration statement shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such
securities at that time shall be deemed to be the
initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be
permitted to directors, officers, and controlling
persons of Wallstreet-Review pursuant to the
foregoing provisions, or otherwise, Wallstreet-
Review has been advised that in the opinion of the
Securities and Exchange Commission such
indemnification is against public policy as
expressed in the Act and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other
that the payment by Wallstreet-Review of expenses
incurred or paid by a director, officer, or
controlling person of Wallstreet-Review in the
successful defense of any action, suit or
proceeding) is asserted by such director, officer,
or controlling person of Wallstreet-Review in the
successful defense of that action suit, or
proceeding) is asserted by such director, officer,
or controlling person in connection with the
securities being registered, Wallstreet-Review
will, unless in the opinion of its counsel the
matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is
against public policy as expressed in the Act and
will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, Wallstreet-Review certifies that it has
reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has
duly caused this registration statement or
amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City
of Lighthouse Point, State of Florida, on the 1st
day of March, 2002.
WALLSTREET-REVIEW, INC.
By: /s/ Jeff Daly
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Jeff Daly, CEO
Pursuant to the requirements of the Securities Act
of 1933, this registration statement has been
signed below by the following persons in the
capacities and on the dates indicated.
/s/Jeff Daly March 1, 2002
- ----------------------
Jeff Daly
Chief Executive Officer
Director
/s/Peter Nardangeli March 1, 2002
- ----------------------
Chief Financial Officer
Controller
Director
/s/Richard Houraney March 1, 2002
- ----------------------
Richard Houraney, Director
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