<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10- QSB
(Mark One)
[ X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF
THE EXCHANGE ACT
For the transition period from ___________ to ___________.
Commission File No. 0-17117
WALL STREET FINANCIAL CORPORATION
(Exact name of Small Business Issuer as specified in its Charter)
Incorporated under the laws of
the State of Delaware 99-0240826
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
1088 Bishop Street, Suite 202
Honolulu, HI 96813
(Address of principal executive offices)
(808) 526-3999
Issuer's telephone number
Not applicable
(Former name, address and fiscal year, if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934, during the preceding 12
months (or for such shorter period that the Registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes X No
State the number of shares outstanding of each of the issuer s classes of common
stock, as of the latest practicable date:
Class of Common Stock Outstanding at June 30, 1998
$.01 par value 24,223,575
Transitional Small Business Disclosure Format (Check one) Yes No X
<PAGE>
FORM 10- QSB
FINANCIAL STATEMENTS AND SCHEDULES
WALL STREET FINANCIAL CORPORATION
For the Quarter ended June 30, 1998
The following financial statements and schedules of the registrant and its
consolidated subsidiaries are submitted herewith:
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets - June 30, 1998 and
December 31, 1997 .....3
Statement of Operations - Quarter and Six
months ended June 30, 1998 and 1997 .....5
Statements of Cash Flows - Six months
ended June 30, 1998 and 1997 .....6
Notes to Financial Statements .....7
Item 2. Management Discussion and Analysis of
Financial Condition and Results of Operations .....8
PART II - OTHER INFORMATION
Item 1. Legal Proceedings ....14
Item 2. Changes in Securities ....14
Item 3. Defaults Upon Senior Securities ....14
Item 4. Submission of Matter to a Vote of Security Holders ....14
Item 5. Other Information ....14
Item 6.(a) Exhibits ....14
Item 6.(b) Reports on Form 8-K ....14
<PAGE>
Wall Street Financial Corporation and Subsidiary
CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, December 31,
1998 1997
note (unaudited) (audited)
Assets
Current Assets
Cash $26,660 $60,683
Accounts receivable-trade 31,466 24,687
Accounts receivable-related parties 131,516 62,580
Inventory 50,738 ---
Prepayments 10,000
Interest receivable 42,623 12,414
------------ ------------
Total current assets 283,003 170,364
------------ ------------
Advances Receivable-
Officers 662
Others 14,089 17,768
------------ ------------
14,751 17,768
------------ ------------
Notes receivable 101,313 100,000
Land, plant and equipment
Land 829,000 229,000
Buildings 363,710 150,000
Furniture, fixtures and equipment 552,732 527,932
Vehicles 16,600 16,600
------------ ------------
1,762,042 923,532
Less: accumulated depreciation 65,560 7,405
------------ ------------
Land,plant and equipment-net 1,696,483 916,127
Other Assets 81,001 20,000
Deferred Expenditure 1,318,383 1,785,030
Deposit 3,578 202,055
Forest Resource 134,500,000 134,500,000
Organization cost 135,452 28,024
Less: accumulated amortization 3,685 2,457
------------ ------------
131,767 25,567
Sinking funds 1 1,210,938 804,688
Investment 12,631 12,631
------------ ------------
$139,353,846 $138,554,230
============ ============
The notes on page 7 form an integral part of these financial statements.
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Wall Street Financial Corporation and Subsidiary
CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, December 31,
1998 1997
note (unaudited) (audited)
Liabilities and Shareholders' Equity
Current Liabilities
Convertible promissory notes payable $299,000 1,675,000
Accounts payable-trade 435,905 242,116
Accounts payable-officers, directors 2 1,057,144 2,742
Accounts payable-other 175,381 174,593
Payroll taxes 18,823 9,654
------------ ------------
1,986,253 2,104,105
------------ ------------
Accrued liabilities
Interest payable-officers 32,263 77,063
Interest payable-others 237,824 120,737
Insurance payable 1,264
Net payroll payable 2,756
------------ ------------
270,087 201,820
------------ ------------
Other current liabilities
Litigation settlement 20,000 20,000
------------ ------------
Total current liabilities 2,276,340 2,325,925
Notes Payable-officers/directors 801,951 551,818
Reserve 523,722 597,500
Notes Payable-others 3 32,513,825 51,963,825
------------ ------------
Total liabilities 36,115,838 55,439,068
Deferred Revenue 65,975,000 67,250,000
Long-term debts 4 1,275,000 850,000
Shareholders' Equity
Common stock-authorized, 25,000,000
shares of $.01 par value; 24,223,575
issued and outstanding at June 30,
1998, and 15,880,039 in 1997 242,236 158,801
Common stock-subscribed, 1,965,452
shares of $.01 par value in 1997 2,911 19,655
Additional paid-in capital 35,114,485 13,748,177
Additional paid-in capital-subscribed 102,781 858,201
Retained earnings 525,596 230,328
------------ ------------
35,988,008 15,015,162
------------ ------------
$139,353,846 $138,554,230
============ ============
The notes on page 7 form an integral part of these financial statements
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<TABLE>
Wall Street Financial Corporation and Subsidiary
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<CAPTION>
for Quarter ended for the six months ended
June 30, June 30,
1998 1997 1998 1997
<S> <C> <C> <C> <C>
Revenue
Investment gain 12,302 (1,036) 13,233 182,243
Operating-gross profit 803,377 130,975 1,320,077 215,071
Interest income 12,831 11 24,149 65
Other 3,830 52,126 3,911 52,226
-------- --------- --------- ---------
832,340 182,076 1,361,370 449,605
-------- --------- --------- ---------
Expenses
Operating expenses 556,333 4,000 875,487 8,999
Interest expense 100,778 43,388 182,831 87,592
Depreciation 3,891 616 7,783 1,232
Other expenses 300 300
-------- --------- --------- ---------
661,002 48,304 1,066,101 98,123
-------- --------- --------- ---------
Income/(loss) from operations $171,338 $133,772 $295,269 $351,482
======== ========= ======== =========
Net income/(loss) per share from operations $0.007 $0.009 $0.012 $0.023
======== ========= ======== ========
</TABLE>
The notes on page 7 form an integral part of these financial statements.
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Wall Street Financial Corporation and Subsidiary
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Six Months Ended June 30,
(unaudited)
1998 1997
Cash flows from operating activities:
Net income/(loss) from operations $295,269 $351,483
Items not affecting working capital
depreciation 7,783 1,232
Changes in assets and liabilities:
increase in accounts payable-officers 1,049,139
decrease in interest payable-officers (44,800)
increase in interest payable-others 117,087
increase in inventory (50,738)
decrease in deferred expenditures 466,647
decrease in deferred revenues (1,275,000)
increase in interest receivable-other (30,209)
increase in assets & liabilities 111,010 3,845
---------- ---------
646,188 356,560
---------- ---------
Cash flows from investing activities:
Purchase of furniture, fixtures, equipment (24,800) (1,413)
Purchase of land and buildings (813,710)
Advances to affiliates/related parties (68,936) (339,127)
Addition to other assets (61,001)
Decrease in deposits for acquisitions 198,477
---------- ----------
Net cash used in investing activities (769,970) (340,540)
---------- ----------
Cash flows from financing activities:
Proceeds from long-term debt 425,000
Proceeds from notes payable-officers 250,133 (22,688)
(Decrease) in convertible notes payable (20,826,000)
(Decrease) in reserve (73,778)
Proceeds used to establish sinking funds (406,250)
Proceeds from sales of shares 100,000
Conversion of Debt to Equity 21,376,074
(Decrease) in shares to be issued (755,420)
---------- ----------
89,759 (22,688)
---------- ----------
Net (decrease) in cash (34,023) (6,668)
Cash at beginning of year 60,683 6,668
---------- ----------
Cash at end of period $26,660 $0
========== ==========
Cash paid during the period for:
Interest $0 $0
The notes on page 7 form an integral part of these financial statements.
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NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
of the Company and its subsidiaries have been prepared in accordance with
generally accepted accounting principles for interim financial information
and with the instructions to Form 10- QSB and Article 10 of Regulation S-B.
Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for completed financial
statements. In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation have
been included. The results of operations for the six months ended June 30,
1998, are not necessarily indicative of the results to be expected for the
entire year.
The 10- QSB filing condensed financial statements for the six months
ending June 30, 1998, consist of the consolidated financial statements of
Wall Street Financial Corporation ( WSF ), its wholly owned subsidiaries WSF
Trust Corporation of Belize Limited, Mayan Resorts Limited, Mayan Plantation
Hardwood Limited, and Wall Street Internet Corp., (a development stage
company).
(1) Sinking Funds
The Company has established sinking funds to retire long-term obligations
relating to Investor Visa Category investments made with one of the
subsidiaries of the Company (see note 4). Increase from December 31, 1997,
represents additional approved immigrant entrepeneur investment (Investor
Visa Category of the Immigration Act of 1990).
(2) Accounts payable - officers, directors
Increase from December 31, 1997, represents amounts from convertible notes
payable, accrued interest payable, accrued compensation, and conversion of
other accounts payable due to officers and directors exercising conversion
option for stock. Issuance of stock is contingent upon approval of increase
in authorized capital stock at shareholders meeting to be held July 9, 1998.
(3) Notes payable - other
The reduction in Notes payable-other to $32,513,825 at June 30, 1998, from
$51,963,825 at December 31, 1997, is due primarily to the conversion of
$21,000,000 in debt to common stock of the Company at $3.00/share.
(4) Long-term Debts
In October 1997 the Company became a participant in an approved immigrant
entrepeneur investment program (Investor Visa Category of the Immigration Act
of 1990), in which the Company received proceeds for hotel/resort
development. The long-term debt relates to transactions which have five year
maturity dates. The Company has established sinking funds to provide for the
retirement of these debts (see note 1).
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ITEM 2
MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
General
(a) General Development
The Registrant (also referred to as the Company or WSF ) was incorporated
under the laws of the State of Delaware in March 1987. Its primary
operations include Trust Services and Special Asset Management.
WSF Trust Corporation of Belize Limited, (the Trust Company ), is a full
service trust corporation pursuant to the Trust Corporation Act of the Laws
of Belize, Central America. Belize, located south of Cancun on the Yucatan
Peninsula is the only English speaking Country in Central America and it is a
Member of the British Commonwealth. By the establishment of the Trust
Company and with its appointment as sole trustee and asset manager of one of
the largest private plantations in Belize, the Mayan Plantation, WSF has
assumed an active role in the economic development of the Country of Belize.
The Company owns twenty-three and 62/100 percent (23.62%) of the common stock
of Compradore Limited, a Hawaii corporation. Compradore Limited is the
registered owner of a real estate property and holds the Transfer Certificate
of Title ( TCT ), dated December 19, 1973, registered in the Land Titles
Register Volume 8, Folio 300 at the Belize General Registry. The TCT
encompasses 38,677-acres of land (also known as the Mayan Salt Creek
Estate or the Mayan Plantation ). Due to subsequent transfers the property
was reduced to 31,423.45-acres in 1989. The property is located in the
Belize City District, just north of the Belize International Airport along
the Caribbean Ocean. The property is held free and clear of any liens or
other obligations. A major attraction on this property is a large number of
historical Mayan archaeological sites.
The Company owns a twenty and 28/100 percent (20.28%) of the common stock of
Sand Hill Enterprises Limited, a Belize Corporation, the former owners of the
Sandhill Sawmill operation now owned and operated by the Company as Mayan
Plantation Limited. As the value of this stock cannot be ascertained at this
time no capital asset value is recognized on the Financial Statements of the
Company.
Mayan Plantation Limited, a Belize company, a subsidiary of the Trust
Company, (referred to as Mayan Plantation ). The Mayan Plantation is the
manager of the 31,423.45 acres, owned by Compradore Limited, an affiliate of
the Company. The land is being utilized as a forest range, cattle ranch
diversified crops plantation.
Mayan Resorts Limited, a Belize company, a subsidiary of the Trust Company,
(referred to as Mayan Resorts ), is engaged in the development and
management of small, world-class and ecologically sound resort properties in
Belize. The primary objective of Mayan Resorts is to implement the
development plan of a world-class destination, health and wellness-resort on
areas designated for resort development on the Mayan Plantation. The Master
Development Plans strives to utilize the plantation operations as ecological
attractions and the many Mayan sites on the property as cultural attractions.
Mile 13 1/2 Limited, a Belize company, and a subsidiary of Mayan Resorts
Limited, holds the TCT, dated March 23, 1998, registered in the Land Titles
Register Volume 33, Folio 81 at the Belize General Registry. The property is
a private, gated estate of 14.47-acres of land with several buildings
thereon. It is known as the Salt Creek Club.
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Wall Street Internet Corporation, a Hawaii company, a subsidiary of the
Company, will serve as the communications and marketing arm for all of the
Company s operations. This company remains a development stage company.
In addition to its corporate registrations in the Country of Belize and in
the State of Hawaii, the Company has applied for the registration of the
following trademarks (a) Mayan Resorts and Treasure the Experience , (b)
Salt Creek Club and Private Jewel of Belize , and (c) Mayan Plantation .
LIQUIDITY AND CAPITAL RESOURCES
Assets
Total assets at June 30, 1998, were $139,353,846 as compared to $138,554,230
at December 31, 1997. As of June 30, 1998, the Company had cash balances of
$26,660, compared to December 31, 1997 cash balance of $60,683. On June 30,
1998, current assets of the Company were $283,003 compared to $170,364 at
December 31, 1997.
Forest Resource
Forest Resource was $134,500,000 at June 30, 1998, and $134,500,000 at
December 31, 1997, and consists of about 14,576 acres dense broad-leaf forest
range. The Company is in the process of establishing an econologically sound
Forestry Management and Timber Processing Plan calling for the harvesting and
processing of timber from this combined with controlled harvesting from other
forestry concessions to be used for export and secondary wood-processing of
value-added products.
Land Resource
No value is reflected with regards to the 23.62% Company s ownership in
Compradore Ltd. or in the Company's interest as sole trustee and asset
manager of the 31,423.45-acre Mayan Salt Creek Estate in Belize City
District, Belize, Central America.
Liabilities
Liabilities for the Company were $36,115,838 at June 30, 1998, compared to
$55,439,068 at December 31, 1997. Of these liabilities, $30,518,825 is due
to an affiliate at June 30, 1998 and $51,518,825 at December 31, 1997. The
reduction in the liability to affiliate is due to conversion of a portion of
the debt to equity.
Current liabilities
Current liabilities for the Company were $2,276,340 at June 30, 1998,
compared to $2,325,925 at December 31, 1997. The reduction in current
liabilities is a result of the Company s strategy to convert Notes Payable
into Equity and/or Land Ownership. The Company expects to convert, re-
negotiate or pay all or a portion of the current liabilities in third Quarter
of 1998, however no assurance can be given to that effect.
Deferred Revenue
As the sole trustee and asset manager of the 31,423.45-acre Mayan Salt Creek
Estate, WSF Trust Corporation of Belize Limited will receive fifty (50%)
percent of all revenues. This contract is similar to limited partnership
contracts, in which the general partner (in this case WSF Trust) receives a
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share of the property s income. The original amount of deferred revenue of
$67,250,000 equals 50% of the revenue from the sale of the timber resources
and is recognized as revenue revenue at the time the timber is processed and
shipped. The Company has begun harvesting (first quarter of 1997) and
processing hardwood into lumber (first quarter of 1998) and anticipates full
production capabilities for lumber and value-added wood products during the
third Quarter of 1998 with a concommitant recognition of a portion of the
deferred revenues relating to forest reserve revenues (timber processing).
Shareholders' Equity
The Company has shareholders' equity in the amount of $35,988,008 at June 30,
1998, compared to $15,015,162 at December 31, 1997.
RESULT OF OPERATIONS
Revenues
The Company had operating revenues of $832,340 for the three month period
ending June 30, 1998, as compared to $182,076 for the comparable quarter in
1997. The Company expects its revenues to increase significantly as the
implementation of its plantation revitalization and resort development plans
progress.
Expenses
Expenses increased to $661,002 for the three months ending June 30, 1998,
compared to $48,304 for the comparable quarter in 1997. The increase in
expenses is due to start-up and expansion of operations in Belize at the
Mayan Plantation Hardwood and the Mayan Resorts Members Club sites.
Net Operating Income
There was a net operating profit of $171,338 for the Quarter ended June 30,
1998 compared to $133,772 at June 30, 1997. The net profit is due to
revenues relating to the operation of the sawmill and primary wood processing
facility which attained full capacity during second quarter 1998.
PLAN OF OPERATION
(a) General
To achieve its economic objectives, the Company provides capital to the Trust
Company, which in turn makes investments in synergistic companies and/or
enter into joint ventures with qualified strategic partners.
(b) Operations
The Company s activities during the first two quarters of 1998 were focused
on (i) implementing the Mayan Plantation revitalization plans, (ii) the
implementation of the development plan of the Salt Creek Club, and (iii) the
continued preparation of the implementation of the Phase I 1,000-acre Mayan
Resort development plan.
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(i) Mayan Plantation has a 300+ year history as a forest range, as a cattle
ranch and as a citrus plantation. The completed Land Use Plan for the
31,423.45-acre Mayan Plantation sets forth the appropriate land uses.
Approximately 37% of the total land base, or approximately 14,500-acres
(5,901 hectares) is densely covered by a hardwood forest containing stands of
mahogany, cedar, pine, teak and other tropical hardwoods. All forestry
operations will be based on sustained yield management as recommended by the
Company s forest management consultants. The Company owns these forest
resources in perpetuity.
Mayan Plantation operates a sawmill, producing highest quality hardwood for
the U.S markets. With the completion of a secondary wood processing plant,
currently in the final construction, Mayan Plantation will be capable of
producing virtually all of the wood products and mill work for planned
residential, commercial and resort development projects. The Company
continues to engage qualified forest management consultants in continuation
of the Company s objectives in implementing a sustainable forestry management
plan for its timber resources.
The Plantation Revitalization Plan also focuses on the increase in the
current cattle and other livestock operations and on planting and harvesting
of diversified crops.
(ii) The Salt Creek Club, a Mayan Resorts property absorbed a significant
portion of the cash resources of the Company during the first and second
Quarter of 1998.
The Salt Creek Club is another development project of Mayan Resorts that is
planned to be open for service during early third quarter of 1998. The
facility is expected to include a private dining club and spa, along with one
or more buildings consisting of a limited number of luxury two- and three-
bedroom suites, and facilities for a visitors center and offices for all of
the Company's operations. The theme of the club property is one which will
emophasize athletics, special sports events as well as continuing the fitness
and wellness theme which will encompass all of the Mayan Salt Creek estate
projects.
The Club site is located just five miles north of Belize's International
Airport on the southern boundary of the Mayan Salt Creek Estate. It is at
the intersection of the North American Highway (which leads to the Mayan
cultural sites of Altun Ha and Lamanai, and is Belize's main corridor north
to Cancun, Mexico), and a road that runs through the Community Baboon
Sanctuary from Belize City to Belmopan, the country's inland capital city,
and on to Guatemala.
The Club complex is planned to include five existing structures along with
several new buildings on this 14.470-acre site. When completed the complex
will have a clubhouse, dining and entertainment facilities, small movie
theater, exercise facilities, a swimming pool, a sports arena, a running
track, tennis courts, jogging paths and other recreation amenities. The Salt
Creek Estate Club intends to offer membership by invitation only. Such
"exclusivity" is expected to attract a diverse, sophistocated clientele in
Belize and internationally. The Club's 100+ Charter members form a solid
foundation for the planned Membership Development.
Mayan Resorts plans to construct several new buildings on the club site one
of which will house a small number two- and three-bedroom hotel suite units
in a lush landscaped private, gated community along with a sports arena
complex following the estate's health and wellness theme. The sports
facilities will be used for special events. Club members will have the
opportunity to live at and use the on-site club and spa amenities.
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The Club master plan has been designed by the internationally acclaimed
architectural firm of Wimberly Allison Tong & Goo, with landscape design by
their affiliate Helbert, Hastert & Fee, based on data from the Horwath
Hospitality Consulting Corporation. Since the hotel suite residences will be
part of the private club complex, hotel type amenities such as room service,
maid service, security and valet parking will be available. A marketing
Pavilion and visitors center is currently being outfitted in one of the
buildings located at the Salt Creek Estate Club. The pavilion will provide
an opportunity to showcase the various developments on, and products from,
the Mayan Salt Creek Estate to interested parties (club members and guests).
The total project cost for the Salt Creek Estate Club, facilities and
residences is estimated at US$12 Million. The pre-opening ceremony was held
on March 27, 1998 and the initial phase of the Salt Creek Estate Club is
planned for late August 1998. The ground breaking for the hotel suite
residences is scheduled later in the third quarter of 1998 and anticipated
completion in late 1999 or soon thereafter, subject to financing.
(iii) Mayan Resorts Limited -- 1000 Acre Development Project
Mayan Resort Belize, a 1000-acre resort destination concept designed by the
internationally acclaimed architectural firm of Wimberly Allison Tong & Goo,
and landscape design by their affiliate Helbert, Hastert & Fee, is based on
data provided by various consultants and subsequently reviewed by Arthur
Anderson.
Subject to being able to raise the required project financing, the Company
plans to develop Mayan Resort Belize through a partnership. When completed,
the Mayan Resort Belize will be a world-class destination resort, managed by
an international hotel management company, with a wide variety of resort
activities and amenities in the context of an ecologically sound environment.
The development of this project is subject to raising the necessary
infra-structure and construction financing. This project is also subject to
executing a resort/hotel management agreement and other contingencies.
Pursuant to the current plans the development of this project will include:
A 250 room, five-star resort hotel which can be accessed from the main
national highway and by water is the centerpiece for Phase I. The hotel will
provide guest-rooms clustered in low-rise buildings and in private bungalows
scattered around manmade lagoons. Sited well back from the coastline, the
resort will offer swimming pools as well as access to natural ocean sports.
Adjacent buildings will provide a variety of food and beverage venues,
ballrooms for larger functions and adequate to host small conventions,
intimate meeting rooms and other typical hotel facilities. The
architectural character of the resort will be low-rise colonial / tropical
theme buildings built using local hardwoods taken from the Plantation's
timber resources and our wood processing operations. In addition, innovative
health and wellness programs will be created for residents, visitors and
neighbors of the resort.
According to the resort plans, retail shops with a total area of 20,000-sq.
ft. will be clustered near the hotel complex. These shops will sell imported
goods as well as provide a venue for local craftsmen.
An 18-hole golf course planned to incorporate the land conformation will
provide natural drainage for the interior of the site. The golf course will
-12-
offer private memberships to residents and non-residents but will permit play
by resort guests. Planned recreational facilities also include a tennis club.
These facilities will be supported by appropriate restaurants, locker rooms,
swimming pools and a health and wellness center.
Current plans are for the resort to offer up to 1,085 improved single family
residential houses and villas for sale during the development and
construction period. These properties will have golf course, lake or
preservation area frontage and views.
The trial marketing effort has been extended to provide for up to 40 two- and
four-acre ocean-front lots purchased subject to government approval. Once
governmental approval has been obtained, Mayan Resorts plans to design and
build ocean-front villas. Buyers included physicians and other health care
leaders, athletes and other professionals. These professionals will make up
the team advising the development of the wellness and health education and
sports theme of the resort which will include a wellness center, an education
and medical center, and extensive sports and athletic facilities. The cost
of construction of private homes on improved lots will be the responsibility
of the owners, but construction must be within the overall design guidelines
established for the resort. In addition, design and construction packages
will be offered to property owners.
This project is subject to a number of contingencies and there is no
assurance that any resort destination will ever be built at the Plantation.
This project is merely in the planning stages.
Wall Street Internet Corporation
Wall Street Internet Corporation ( WSIC ), a Hawaii company and subsidiary of
the Company was formed to operate as a communications and marketing tool for
the Company's operations. The Company has two websites:
http://www.wsf.com. and
http://www.mayanresorts.com.
Summary
The Company's ability to implement the above-described plan of operations
will, to a large extent, be dependent upon management's ability to attract
qualified developers as joint venture partners for the various non-company
owned projects and to raise additional capital. While the Company is
confident in producing the required investment and working capital through
the sale of timber and value added wood products, there can be no assurance
that the required investment capital and project financing will become
available as required. The Company therefore will continue to seek capital
from private and/or institutional investors. The Company plans to raise
sufficient funds through a placement of debt or equity instruments to develop
the required infrastructure for projects, including development of the golf
course and the pre-sale of lots, homes and villas.
The information set forth in this Plan of Operation is management's best
estimate based upon current plans. Actual expenditures will be greater or
lesser depending upon many factors including, but not limited to, available
capital, overall market conditions in the plantation management and resort
development, and the status of the commercial domestic and international
finncial markets.
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Due to possible economic or political factors that may affect the economic
viability of this project, there can be no assurance that the Company will be
able to raise the funds required for the implementation of all portions of
its plans.
Inflation
The Company's business and operations have not been and are not expected to
be materially affected by inflation.
Impact of Future Accounting Pronouncements
None
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
At March 31, 1998, the Registrant was a party to several lawsuits as
plaintiff or defendant, none of which individually or in the aggregate is
considered material in relation to the Registrant's financial position or
results of operations, as more fully described in the Company's 10-K report
for the year ending December 31, 1997.
Compradore Limited, an affiliate of WSF Corp, is in litigation with Alfred
Edwards in two separate actions in Belize. The first Edwards case involves
his claim that he is the owner of 18,000 plus acres of western portion of the
Estate. Edwards lost this claim at the trial court level and has filed a
request with the Court of Appeal for leave to file an appeal which has not
yet been ruled upon. The second Edwards case involves a recission claim that
he is entitled to all of the outstanding stock of Compradore based upon two
agreements entered into with Compradore-1983 and 1986. Edwards lost this
claim at the trial court level of the Supreme Court of Belize, however it is
anticipated that he may file a Notice of Appeal. On August 5,1998, Mr.
Edwards proposed a settlement of approximately US$50,000.00 to resolve the
second Edwards case.
Item 2. Changes in Securities
At the July 9, 1998, annual meeting of shareholders, approval was obtained to
increased the authorized capital of the Company to 100,000,000 (one hundred
million) shares of common stock at $.01 par value.
Item 3. Defaults Upon Senior Securities None.
Item 4. Submission of Matter to a Vote of Security Holders
The Annual Meeting of the Stockholders of Wall Street Financial
Corporation (the "Company"), was held at the Hilton Hawaiian Village, 2005
Kalia Road, Honolulu, Hawaii on July 9, 1998, at 10:00 a.m. local time, for
the following purposes:
-14-
1. To elect six (6) directors to serve until the 1999 Annual Meeting of
Stockholders or until their successors shall have been duly elected and
qualified.
2. To increase the authorized capital stock of the Company to One Hundred
Million (100,000,000) common shares, $.01 par value.
3. To change the name of the Company to WSF Corporation . To further
retain the name Wall Street Financial Corporation as an assumed business
name ( dba ) of the renamed WSF Corporation.
4. To ratify the selection of Mark C. Hulse, Chartered Accountant, member
firm of Summit International Associates (New York), as the Company's
independent accountant for the fiscal year ending December 31, 1998.
5. To transact such other business as may come before the meeting or any
adjournment or adjournments thereof.
The above items 1-4 above were approved by a majority of shareholders
authorized to vote at the meeting in person and/or by proxy.
Item 5. Other Information None
Item 6 (a) Exhibits None.
Item 6 (b) Report on Form 8-K
Form 8-K was filed on July 21, 1998, reporting
1. the results of the annual meeting of shareholders and the approval of
points 1-4 listed in item 4. above.
2. information regarding a pending legal matter with relating to
Compradore Limited, an affilite of the Company.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant Certified that it has reasonable grounds to believe that it meets
all requirements for filing on Form 10- QSB , and has duly caused this
Disclosure Statement to be signed on its behalf by the undersigned.
Dated: August 14, 1998
WALL STREET FINANCIAL CORPORATION
/s/ Gerhart W. Walch
Principal Executive Officer
-15-<PAGE>
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