10QSB 1 wallstreet10q3q.txt FORM 10QSB SEPTEMBER 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 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) 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) 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 ------------------- ----------------- ------------- 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 ------------------ ----------- ------------- 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 ------------------ ----------- ------------- 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 ------- --------- ------------- 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 ------- --------- ------------- 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 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 ---------- 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 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 ---------- --------- --------- --------- ----------- 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. 21 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 Copyright 2001 EDGAR Online, Inc. (ver 1.01/2.003) Page 21