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