10-Q 1 q063001.txt 10-Q ENDED JUNE 30, 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 June 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 400, 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 September 26, 2001. WALLSTREET-REVIEW, INC. AND SUBSIDIARY (A Development Stage Company) CONSOLIDATED FINANCIAL STATEMENTS June 30, 2001 and December 31, 2000

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. 6

The accompanying notes are an integral part of these financial statements. 8 WALLSTREET-REVIEW, INC. AND SUBSIDIARY (A Development Stage Company) Notes to the Consolidated Financial Statements June 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 subsidiary; WSR Energy Resources, 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 six months periods ended June 30, 2001 and 2000, (b) the consolidated financial position at June 30, 2001 and (c) the consolidated statements of cash flows for the six month period ended June 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 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. 9 WALLSTREET-REVIEW, INC. AND SUBSIDIARY (A Development Stage Company) Notes to the Consolidated Financial Statements June 30, 2001 and December 31, 2000 NOTE 2 - ORGANIZATION AND DESCRIPTION OF BUSINESS (Continued) 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 $4,800,000 as of June 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. 10 WALLSTREET-REVIEW, INC. AND SUBSIDIARY (A Development Stage Company) Notes to the Consolidated Financial Statements June 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.

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. AND SUBSIDIARY (A Development Stage Company) Notes to the Consolidated Financial Statements June 30, 2001 and December 31, 2000 NOTE 5 - NOTES PAYABLE - RELATED PARTIES At June 30, 2001, notes payable to related parties consisted of the following: June 30, 2001 ------------- 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 42,008 ------------- Total notes payable to related parties 42,008 Less: current portion (42,008) ------------- Total Long-Term Debt $ - ============= 12 WALLSTREET-REVIEW, INC. AND SUBSIDIARY (A Development Stage Company) Notes to the Consolidated Financial Statements June 30, 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 Six Months Ended June 30, ----------------------------- 2001 2000 -------------- ------------- Net loss: As reported $ (6,315,570) $ (10,107) Pro Forma (6,315,570) (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 June 30, 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. AND SUBSIDIARY (A Development Stage Company) Notes to the Consolidated Financial Statements June 30, 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 - 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 Issuance of Stock Options 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. Mr. Daly has exercised 1,900,000 options to date. On September 4, 2001, the Companies wholly owned Subsidiary WSR Energy Resources, Inc. held a Board meeting at which time it was decided that the Series "C" Preferred stock would be converted into Common stock of WSRE, and exchange the note issued in conjunction with the sale of its asset, for 12,000,000 shares of restricted common stock in WSRE. It was also decided to transfer all the shares of WSRE stock into the name of the parent Company. 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. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) 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 May 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. On June 4, the Company's wholly-owned subsidiary, WSR energy Resources, Inc. sold the property purchased during the 1st quarter to Spencer Restaurants, Inc. for a combination of cash, notes, and stock valued at $7,600,000. 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 11, 2001, the Company was de-listed from the Bulletin Board for failure to make its quarterly filings on time. The Company has since been listed on the Pink Sheets. RESULTS OF OPERATIONS Comparison of operations for the quarter ended June 30, 2001 with the quarter ended June 30, 2000. For the quarter ended June 30, 2001, net revenue from operations amounted to ($2,395,637) compared to $0 for the quarter ended June 30, 2000. General and administrative expenses in 2000 were $0 compared to $46,201 in 2001 reflecting the level of activity of operations by the Company after the sale 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. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Wallstreet-Review, Inc. Registrant September 25, 2001 By /s/ Peter Nardangeli ---------------------------- Peter Nardangeli President and Chief Financial Officer

WALLSTREET REVIEW INC 10-Q