10-Q 1 q033101.txt 10-Q ENDED MARCH 31, 2001 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

The accompanying notes are an integral part of these financial statements. 2

The accompanying notes are an integral part of these financial statements. 3

The accompanying notes are an integral part of these financial statements. 4

The accompanying notes are an integral part of these financial statements. 5

The accompanying notes are an integral part of these financial statements. 6

The accompanying notes are an integral part of these financial statements. 7

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:

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.

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

WALLSTREET REVIEW INC 10-Q