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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
November 15, 2000
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(Date of Report - Date of Earliest Event Reported)
0-9577
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(Commission File Number)
WALLSTREET-REVIEW, INC.
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(Formerly Beryllium International Corporation)
Florida (formerly Utah) 87-0294391
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
4701 N. Federal Highway
Suite 370, B-9
Lighthouse Point, Florida 33064
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(Address of Principal Executive Offices)
(954) 784-5044
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(Registrant's Telephone Number)
Beryllium International Corporation
8790 Blue Jay Lane
Salt Lake City, Utah
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(Former Name, Former Address, if changed since last report)
March 31st
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(Former Fiscal Year, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
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 Company 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 Company. The
transaction was essentially a merging of the business of Wallstreet-
Review.Net, Inc. with the Company and with the Company surviving as the
operating entity. As an aspect of the transaction, the principal of
Wallstreet-Review.Net, Inc., Mr. Matthew Dwyer, was appointed to the
Company's Board of Directors and to the position of President and Chief
Executive Officer. Mr. Peter Nardangeli was appointed Vice President and
Chief Financial Officer. Mr. R. Dennis Ickes, Mr. Gerald M. Park and Mr.
Richard D. Moody resigned as officers of the corporation and Mr. Moody
resigned as a director of the Company. With the appointment of Messrs.
Dwyer and Nardangeli as the Company's incoming principal officers, and
with transfer and conveyance of common stock of the Company to sellers
in the asset acquisition transaction, control of the Company shifted to
the principals and shareholders of Wallstreet-Review.Net, Inc. and the
Company began commercial operations comprised of the commercial
operations of Wallstreet-Review.Net, Inc.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On or about November 15, 2000, the Registrant completed its acquisition
of all of the assets of a privately held Florida company, Wallstreet-
Review.Net, Inc., with principal offices in Lighthouse Point, Florida.
The transaction was essentially the acquisition by the Company of the
business operations of Wallstreet-Review.Net, Inc., 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 Company has assumed
those operations and now provides clients with management assistance,
participating on the boards of directors of its client companies and
acquiring and retaining equity ownership in each case.
The Company has divested itself of the unpatented beryllium mining claims
held due to their negative value to the Company. 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 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.
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.
While technically an assets acquisition, in which various computers and
miscellaneous office equipment was transferred from Wallstreet-
Review.Net, Inc., without the assumption of any of its liabilities by the
Company, the acquisition transaction was more like a reverse merger in
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which the Company abandoned its prior commercial plan as infeasible and
stepped into the consulting services business of Wallstreet-Review.Net,
Inc. through acquisition of its assets and business and through
appointment of new management headed by the principal of Wallstreet-
Review.Net, Inc., Matthew P. Dwyer.
ITEM 5. OTHER EVENTS
In conjunction with its acquisitions of the assets and business of
Wallstreet-Review.Net, Inc., the Company divested itself of its
unpatented mining claims in central Utah containing beryllium ore. The
unpatented mining claims and the Company's liabilities associated with
the Company's unpatented mining claims were transferred to and assumed
by Ms. Jean Moody and Mr. Dennis Ickes in full satisfaction of unpaid
loans that they had made to the Company. The Company determined to cease
all mining related business activities and to focus its business in
providing financial consulting services under the leadership of Mr.
Dwyer, the principal of Wallstreet-Review.Net, Inc. The Company's Board
of Directors, in overall consideration of the assets acquisition
transaction, determined to reverse-split the Company's Common Stock on
a one post-split share for 300 pre-split share basis to enhance the
Company's ability to implement its new business strategies as a financial
management consulting company and transfer its State of incorporation
from Utah to Florida. With completion of the 1 for 300 reverse stock
split and transfer of the state of incorporation of the Company from Utah
to Florida, the Company brought the Company current in its liabilities
to its Auditor, Transfer Agent and so forth and the Company's Common
Stock has resumed trading on the OTC Bulletin Board ("WALS").
In connection with transfer of its unpatented mining claims to Ms. Jean
Moody and to Mr. Dennis Ickes, and of new issuance of 500,000 shares each
to Richard D. Moody, Gerald M. Park and R. Dennis Ickes for past
services, the Company has also reserved 190,000 shares for Ms. Jean Moody
and 98,000 shares reserved for Mr. Dennis Ickes as consideration for
releasing their claims against the corporation. The principal amount of
the outstanding unpaid loans from Mr. Ickes and from Ms. Moody, satisfied
through transfer of the unpatented mining claims, totaled $288,000.
Liabilities totaling slightly more than $5,000 to the Company's Auditor's
and Transfer Agent were satisfied and reimbursements were made to the
Company's officers and directors in the approximate amount of $15,000 for
out-of-pocket expenses previously incurred on the Company's behalf.
In addition, the Company's unauthorized capital stock will be increased
from 50,000,000 (pre-split shares) to 60,000,000 (pre-split shares) so
that 2,500,000 (pre-split shares) and 700,000 (pre-split shares) can be
reserved for potential exercise of the Company's outstanding Common Stock
Purchase Warrants and to perform the terms of the Employment Agreement
between the Company and its new President and Chief Executive Officer,
Mr. Matthew Dwyer. In addition, the increase in authorized Common Stock
will enable reservation of sufficient shares to perform promises made in
Promissory Notes to the Company's Officers and Directors, Messrs. Richard
D. Moody, Gerald M. Park and R. Dennis Ickes.
Of course, all such reservations and issuances will be adjusted to
reflect the 1 for 300 reverse split in the Company's Common Stock
undertaken by the Company upon completion of the assets acquisition
transaction and transition by the Company into its new financial services
consulting business. All of the shares discussed in this Item 5. will
be restricted Common Stock of the Company when issued, fully paid and
non-assessable.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
99.1 [Asset Purchase] Agreement by and between Beryllium International
Corporation and Wallstreet-Review.Net, Inc. with attached Exhibits
99.2 Employment Agreement dated October 10, 2000 by and between the
Company and Matthew P. Dwyer
99.3 Employment Agreement dated November 1, 2000 by and between the
Company and Peter Nardangeli
99.4 Indemnification Agreement dated October 10, 2000 by and
between the Company and Dennis Ickes
99.5 Indemnification Agreement dated October 10, 2000 by and
between the Company and Matthew Dwyer
99.6 Indemnification Agreement dated November 1, 2000 by and
between the Company and Peter Nardangeli
99.7 Indemnification Agreement dated October 10, 2000 by and
between the Company and Gerald M. Park
99.8 Indemnification Agreement dated October 10, 2000 by and
between the Company and Richard D. Moody
99.9 State of Florida Certificate of Domestication
99.10 Statement of Resignation of Registered Agent
99.11 Resignation of [Beryllium] Officer - Richard D. Moody
99.12 Resignation of [Beryllium] Officer - Gerald M. Park
99.13 Resignation of [Beryllium] Officer - R. Dennis Ickes
99.14 Resignation of [Beryllium] Director - Richard D. Moody
99.15 Stock Option Agreement dated October 10, 2000 by and between
Beryllium International Corporation and Jean Moody
99.16 Stock Option Agreement dated October 10, 2000 by and between
Beryllium International Corporation and R. Dennis Ickes
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ITEM 8. CHANGE IN FISCAL YEAR
On November 15, 2000, the Company's Board of Directors at the instance
of its new management determined to change the Company's fiscal year from
March 31st to a calendar basis, December 31st. The report covering the
transition period will be its Annual Report on Form 10-K to be filed on
or about March 15, 2001.
The Company may be contacted on any matter on any matter or item
reflected in this Current Report on Form 8-K through contact by
telephone, facsimile or e-mail to its Chief Executive Officer, Matthew
P. Dwyer, at: 954-784-5044; Facsimile: 954-784-1058; or e-mail:
[email protected]. Interested persons may also visit the
Company's website: www.wallstreet-review.net
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SIGNATURES
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Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
WALLSTREET-REVIEW, INC.
(Formerly Beryllium International
Corporation)
Dated: November 20, 2000 BY:_____/s/Matthew P. Dwyer___________
Matthew P. Dwyer, President
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