<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 September 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 a September 30, 1998
$.01 par value 31,830,325
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 September 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 - September 30, 1998 and
December 31, 1997 .....3
Statement of Operations - Three and Nine months
ended September 30, 1998 and 1997 .....5
Statements of Cash Flows - Nine months
ended September 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 ....15
Item 2. Changes in Securities ....15
Item 3. Defaults Upon Senior Securities ....15
Item 4. Submission of Matter to a Vote of Security Holders ....16
Item 5. Other Information ....16
Item 6.(a) Exhibits ....16
Item 6.(b) Reports on Form 8-K ....16
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Wall Street Financial Corporation and Subsidiary
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, December 31,
1998 1997
note (unaudited) (audited)
Asset
Current Assets
Cash $60,683
Accounts receivable-trade $38,610 24,687
Accounts receivable-related parties 1 247,950 62,580
Inventory 59,139
Prepayments 10,000
Interest receivable 62,432 12,414
Total current assets ------------ ------------
408,131 170,364
------------ ------------
Advances receivable-
Officers 2,249
Other 10,628 17,768
------------ ------------
12,877 17,768
------------ ------------
Notes receivable 101,313 100,000
------------ ------------
Property, plant and Equipment
Land 829,000 229,000
Buildings 363,710 150,000
Furniture and fixtures and equipment 568,317 527,932
Vehicles 16,600 16,600
------------ ------------
1,777,627 923,532
Less: accumulated depreciation 94,637 7,405
------------ ------------
Property, plant and equipment-net 1,682,990 916,127
Other assets 203,123 20,000
Deferred expenditures 846,260 1,785,030
Deposit 3,578 202,055
Forest Resource 134,500,000 134,500,000
Organization cost 165,754 28,024
Less: accumulated amortization 4,299 2,457
------------ ------------
161,454 25,567
Sinking funds 2 1,210,938 804,688
Investment 12,631 12,631
------------ ------------
Total Assets $139,143,296 $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
September 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 590,032 242,116
Accounts payable-officers/dir 3 1,062,894 2,742
Accounts payable-0ther 175,381 174,593
Payroll taxes 5,435 9,654
----------- ------------
2,132,742 2,104,105
----------- ------------
Accrued liabilities
Interest payable-officers 53,510 77,063
Interest payable-others 296,157 120,737
Insurance payable 1,264
Net payroll payable 2,756
----------- ------------
349,667 201,820
----------- ------------
Other current liabilities
Litigation settlement 20,000 20,000
----------- ------------
Total current liabilities 2,502,410 2,325,925
Notes payable-officers/directors 794,970 551,818
Reserve 609,072 597,500
Notes payable-others 4 11,513,825 51,963,825
----------- ------------
Total liabilities 15,420,277 55,439,068
Deferred Revenue 65,465,000 67,250,000
Long-term debts 5 1,275,000 850,000
Shareholders' Equity
Common stock-authorized, 100,000,000
shares of $.01 par value; 31,830,325
issued and outstanding at September 30,
1998 and 15,880,039 shares in 1997 318,303 158,801
Common stock-subscribed, 291,123 shares
at $.01 par value at September 30,1998,
1,965,452 shares in 1997 2,911 19,655
Additional paid-in capital 56,164,477 13,748,177
Additional paid-in capital,subscribed 102,781 858,201
Retained earnings 394,547 230,328
------------ ------------
56,983,019 15,015,162
------------ ------------
$139,143,296 $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 nine months ended
September 30, September 30,
1998 1997 1998 1997
<S> <C> <C> <C> <C>
Revenue
Investment gain 6,780 7,539 20,013 177,554
Operations-gross profit 730,686 (4,688) 2,050,763 222,611
Interest income 13,030 ` 0 37,179 65
Other income 0 57,984 3,911 110,211
--------- -------- --------- --------
750,496 60,835 2,111,866 510,441
--------- -------- --------- --------
Expenses
Operating expenses 782,295 121,154 1,657,782 130,153
Interest expenses 95,358 43,458 278,189 131,050
Other expenses 0 0 0 300
Depreciation/amortization 3,892 616 11,675 1,848
---------- -------- --------- --------
881,546 165,228 1,947,647 263,351
---------- -------- --------- --------
Income/(loss) from operation (131,049) (104,393) 164,220 247,090
Net income/(loss) per share from operations ($0.004) ($0.007) $0.005 $0.016
========== ========= ========= ========
</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
Nine Months Ended September 30,
(unaudited)
1998 1997
Cash flows from operating activities:
Net income/(loss) from operations $164,220 $351,493
Items not affecting working capital
depreciation 13,517 1,848
Changes in assets and liabilities:
increase in accounts payable-officers/director 1,062,401
decrease in interest payable-officers/directors (23,553)
increase in interest payable-others 175,420
increase in inventory (59,139)
decrease in deferred expenditures 938,770
decrease in deferred revenues (1,785,000)
increase in interest receivable-other (50,018)
net change in other assets and liabilities 309,631 742,528
---------- ----------
746,249 1,095,869
---------- ----------
Cash flows from investing activities:
Purchase of vehicle (2,500)
Purchase of furniture,fixtures, equipment (40,385) (3,500)
Purchase of land and buildings (813,710)
Advances to affiliates/related parties (185,370)
Addition to other assets (183,123) (927,599)
Addition to notes receivable 1,313 (250,000)
Decrease in deposits for acquisitions 198,477
---------- ----------
Net cash used in investing activities (1,022,798) (1,183,599)
---------- ----------
Cash flows from financing activities:
Proceeds from long-term debt 425,000
Proceeds from notes payable officers/director 243,152
Proceeds from convertible notes payable (41,826,000) 299,000
Proceeds used to establish sinking funds (406,250)
Proceeds from sale of shares 159,310
Conversion of Debt to Equity 42,376,074
(Decrease) in shares to be issued (755,420)
---------- ----------
215,866 299,000
---------- ----------
Net increase/(decrease) in cash (60,683) 211,270
Cash at beginning of year 60,683 6,668
---------- ----------
Cash at end of period 0 217,938
========== ==========
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 nine months ended September 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 nine months ending
September 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, Mile 13 1/2 Limited,
Mayan Plantation Hardwood Limited, and Wall Street Internet Corp., (a
development stage company).
(1) Accounts Receivable-Related Parties
The Accounts receivable due from related parties of $247,950 is advances to
Compradore Limited.
(2) 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 5).
(3) Accounts payable - officers, directors
Increase from December 31, 1997, from $2,742 to $1,062,894 represents amounts
due from convertible notes payable, accrued interest payable, accrued
compensation, and other accounts payable due to officers and directors.
(4) Notes payable - other
The reduction in Notes payable-other to $11,513,825 at September 30, 1998,
from $51,963,825 at December 31, 1997, is due primarily to the conversion of
$42,000,000, a major portion of the timber note balance to common stock of
the Company, restricted pursuant to Rule 144, at $3.00 per share. These
shares are issued to Compradore Limited an affiliate of the Company.
(5) Long-term Debts
In October 1997 the Company became a participant in an approved immigrant
entrepreneur 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, fully funded, to
provide for the retirement of these debts (see note 2).
-7-
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 are Trust Services and Special Asset Management. Its shares are
traded on the OTC BB: Symbol WSFI .
WSF Trust Corporation of Belize Limited, a Belize Corporation (hereinafter
the Trust Company ).
The Trust Company is a wholly-owned subsidiary of the Company. It is a full
service trust corporation pursuant to the Trust Corporation Act of the Laws
of Belize, Central America. Belize is located south of Cancun on the Yucatan
Peninsula. It 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 estates in Belize, the Mayan Plantation, WSF has assumed
an active role in the economic development of the Country of Belize.
Compradore Limited, a Hawaii Corporation (the Land Owner).
The Company owns twenty-three and 62/100 percent (23.62%) of the common stock
of Compradore Limited, a Hawaii corporation. Shareholders of Compradore, who
are officers and directors of WSF, have expressed an interest in offering WSF
the opportunity to purchase a majority interest in Compradore. Compradore
Limited is the registered owner of the real estate property (referred to as
the "Mayan Salt Creek Estate" or the "Plantation") 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. Due to subsequent transfers the property
was reduced to 31,423.45 acres in 1989. The property is strategically
located in the Belize City District, just north of the Belize International
Airport along the Caribbean Ocean, with areas that are ideal for residential,
commercial and resort development. The property is held free and clear of
any liens or other obligations. Among the major attractions on this property
is a large number of historical Mayan archaeological sites.
Mayan Plantation Hardwood Limited, a Belize company (Mayan Plantation).
Mayan Plantation, a wholly-owned subsidiary of the Trust Company, 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, and diversified crops plantation. The Company owns 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 Mayan Plantation. 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.
-8-
Mayan Resorts Limited, a Belize company (referred to as Mayan Resorts)
Mayan Resorts, a wholly-owned subsidiary of the Trust Company, 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 so designated within 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 (d.b.a. Salt Creek Club)
MIle 13 1/2 Limited is a wholly-owned subsidiary of the Trust Company, 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 and improvements
thereon. Its purpose is that of a Private Members Club and to provide an
inviting atmosphere for fine casual and formal dining with distinguished
service as well as entertainment, health and sports facilities.
Wall Street Internet Corporation, a Hawaii company (referred to as WSI)
WSI is a wholly-owned subsidiary of the Company, and 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 States of Hawaii and Delaware and previous trade mark registrations, 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 September 30, 1998, were $139,143,296 as compared to
$138,554,230 at December 31, 1997. As of September 30, 1998, the Company had
0 cash balance compared to December 31, 1997 cash balance of $60,683. On
September 30, 1998, current assets of the Company were $408,131, compared to
$170,364, at December 31, 1997.
Forest Resource
Forest Resource was $134,500,000 at September 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 ecologically sound
Forestry Management and Timber Processing Plan calling for the harvesting and
processing of timber from these resources combined with controlled harvesting
from other forestry concessions to be used for export and secondary
wood-processing of value-added products.
-9-
Land Resource
No value is reflected with regards to the 23.62% Company s ownership in
Compradore Limited, the Land Owner 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. Shareholders of Compradore,
who are officers and directors of WSF, have expressed an interest in offering
WSF the opportunity to purchase a majority interest in Compradore.
Liabilities
Liabilities for the Company were $15,420,277 at September 30, 1998, compared
to $55,439,068 at December 31, 1997. The reduction in Notes payable-others
to $11,513,825 at September 30, 1998, from $51,963,825 at December 31, 1997,
is due primarily to the conversion of $42,000,000 in debt, into common stock
of the Company, restricted pursuant to Rule 144, at $3.00 per share.
Current liabilities
Current liabilities for the Company were $2,502,410, at September 30, 1998,
compared to $2,325,925 at December 31, 1997. The Company expects to convert,
re-negotiate or pay all or a portion of the current liabilities in the fourth
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 the Trust Company)
receives a 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 at the time the timber is processed
and shipped. The Company has been harvesting (since first quarter of 1997)
and processing hardwood into lumber (since first quarter of 1998). Company
anticipates full production capabilities for lumber and value-added wood
products during 1999, with a concomitant recognition of a portion of the
deferred revenues relating to forest reserve revenues.
Shareholders' Equity
The Company has shareholders' equity in the amount of $56,983,019 at
September 30, 1998, compared to $15,015,162 at December 31, 1997. The
increase in shareholder s equity is due primarily to the conversion of
$42,000,000 in debt, consisting of a major portion of the timber note into
common stock of the Company, restricted pursuant to Rule 144, at $3.00 per
share.
RESULT OF OPERATIONS
Revenues
The Company had operating revenues of $750,496 for the three month period
ending September 30, 1998, as compared to $60,835 for the comparable quarter
in 1997. The Company expects its revenues to increase significantly as the
implementation of its plantation revitalization and residential, commercial
and resort development plans progress.
-10-
Expenses
Expenses increased to $881,546 for the three months ending September 30,
1998, compared to $165,228 for the comparable quarter in 1997. The increase
in expenses is due to start-up of the Mayan Plantation, Mayan Resorts (Salt
Creek Club) operations.
Net Operating Income
There was a net operating loss of ($131,049) for the Quarter ended September
30, 1998, compared to ($104,393) at September 30, 1997.
PLAN OF OPERATION
(a) General
To achieve its economic goals and objectives, the Company provides capital to
its Belize based Trust Company whose operations include Trust Services and
Special Asset Management. The Trust Company's primary focus is to manage the
Company's interest in the land and timber resources. To more effectively
manage these assets, the Company engages advisors, makes investments,
acquires synergistic assets and/or enters into joint ventures with qualified
strategic partners.
(b) Operations
The Company s activities during 1998 were focused on (i) implementing the
Mayan Plantation forest management, sawmill operations and value-added wood
processing plans, (ii) the implementation of the development plan of Mayan
Resorts first hospitality project, the Salt Creek Club, and (iii) the
continued preparation of the implementation of the initial 1,000-acre Mayan
Resort development plan.
(i) Mayan Plantation Hardwood Limited is the manager of The Mayan Salt Creek
Estate or Plantation and is charged with the responsibility to revitalize the
plantation.
The plantation has a 300+ year history as a forest range, cattle ranch and
citrus plantation. The completed Land Use Plan for the 31,423.45-acre Mayan
Plantation sets forth the appropriate land uses, including an improvement of
the plantation operations with the long-term objective to create small profit
centers as a result of a diversification program into various high quality
agricultural crops.
Forest Management.
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.
-11-
Value Added Wood Processing.
Mayan Plantation operates a sawmill, producing high quality hardwood for U.S
markets. This sawmill, including 300 acres of land are located in close
vicinity of the Company s forest resources. On November 15, 1997, the
Company acquired from Sandhill Enterprises, Ltd, a Belizean company, all
assets and operations with the payment of $150,000 in cash, a long-term
Promissory Note, and a Settlement for a significant amount of Timber removed
and processed from the Company s timber resources without authorization
and/or payment. The Honolulu office of Davis Wright Tremaine, a national law
firm, acting as the escrow for both the Buyer and the Seller closed this
transaction on December 28, 1998, but continues to hold the Promissory Note
until such time as the Seller has delivered to escrow free and clear title to
the assets purchased. On January 6, 1998, at the time of closing of the
asset purchase transaction, Mayan Plantation engaged new management and
started operations of the sawmill. It improved the saw mill operations and
acquired machines and wood processing equipment for the improvement of the
current sawmill operations and for the establishment of a manufacturing plant
for floors, doors, windows, moldings, and other value added products.
During the 1998, Mayan Plantation planned and constructed a new wood
processing plant for the implementation of a value-added wood processing
operation. When fully operational, the value added wood processing plant
will be capable of producing virtually all of the wood products and mill work
for the Company's planned residential, commercial and resort development
projects.
Since January 1998, the Seller (Sandhill Enterprises Ltd) has failed to
deliver a free and clear title to the 300-acre property, as required
pursuant to the terms of the Asset Purchase Agreement in order to close
escrow. This has been a major obstacle in Mayan Plantation Hardwood
Limited's ability to obtain the necessary working capital and construction
financing. As a result, the company was unable to attain its operational
objectives. On October 23, 1998, the Company filed a demand for binding
arbitration requesting specific performance with a claim for damages as more
fully explained in Part II, Item 1.
At this time, the Company is in process of raising working capital and
engaging qualified local management for the sawmill and wood processing
plant. The Company will continue to utilize forest management consultants in
continuation of the Company s objectives in implementing and maintaining a
sustainable forestry management plan for its timber resources.
(ii) Mayan Resorts Limited absorbed a significant portion of the cash
resources of the Company during the first nine months of 1998.
The Salt Creek Club
When fully operational, the Salt Creek Club combines the best of a dining
club with the benefits of a private athletic club. Members of the Salt Creek
Club have membership privileges at an impressive selection of more than 250
elegant private Associate Clubs, Club Resorts and Affiliations worldwide.
The Club s master plan has been designed by the internationally acclaimed
architectural firm of Wimberly Allison Tong & Goo, with landscape design by
their affiliated company, Helbert, Hastert & Fee, based on data from Horwath
Hospitality Consulting, Inc. The theme of the club property is one which will
emphasize athletics, special sports events as well as continuing the fitness
and wellness theme which will encompass all of the Mayan Salt Creek estate
projects.
-12-
The Salt Creek Club complex is planned to include five existing structures
along with several new buildings on this 14.47-acre site. When completed the
complex will have a clubhouse, several dining and entertainment facilities
and athletic facilities, (including swimming pools, a sports arena, tennis
courts and other recreational amenities. A trial marketing effort resulted in
approximately 130 Charter Members (residential, diplomatic corps and
international non-resident members). The total project cost for the Salt
Creek Club project is estimated at $12 Million, in increments over a period
of five (5) years, including one or more hotel/suite operation buildings. An
affiliated partnership, to be formed, plans to develop a golf and Caribbean
seafront destination resort on approximately 1,000-acres, which will provide
Salt Creek Club Members full privileges and access to several other proposed
clubs to be located on the Plantation: one or more golf courses, an
equestrian center and water-sport facilities (yacht club). Club members will
have the opportunity to live at and use the on-site club and spa amenities.
The Salt Creek Club facilities will include offices for all of the Company's
operations. A marketing Pavilion and visitors center will be located in one
of the buildings 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 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 Salt Creek Estate Club intends to offer membership by invitation only.
Such exclusivity" is expected to attract a diverse, sophisticated clientele
in Belize and internationally. The Club's 130 Charter members form a solid
foundation for the planned Membership Development.
The Company originally planned to open the Salt Creek Club on March 27, 1998.
However numerous delays have caused a re-evaluation of the business plan and
has ultimately resulted in a change of Mayan Resorts operating management.
The Company anticipates to open the Salt Creek Club during the month of
December 1998.
(iii) Mayan Resorts -- 1000 Acre Development Project
The 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. Arthur Anderson also suggested the utilization of the land closest
to the North American Highway for the development of residential and
commercial communities.
Subject to being able to raise the required project financing, the Company
plans to develop the Mayan Resort Belize through a partnership. When
completed, the Mayan Resort Belize will be a world-class destination resort,
golf course and Caribbean seafront residential community, managed by an
international hotel management company, with a wide variety of resort
activities and amenities in the context of an ecologically sound environment.
-13-
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 this destination resort.
The hotel will provide guest-rooms clustered in low-rise buildings and in
private bungalows scattered around man-made 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 as well as a
casino. The architectural character of the resort will be low-rise colonial
/tropical theme buildings 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 an outlet 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
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 for sale subject to government approval. Once
government 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 a website:
http://www.mayanresorts.com.
-14-
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
financial markets.
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 September 30, 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.
On October 23, 1998, the Company filed a Demand for Binding Arbitration with
the American Arbitration Association against the Sandhill Enterprises, Ltd.,
the seller of the sawmill, as required under the terms of the agreement,
requesting specific performance with a claim for damages. The Seller failed
to deliver said free and clear title since January 1998, as required
pursuant to the terms of the Asset Purchase Agreement. As a result, the
Company was unable to obtain the necessary construction and working capital
financing to fully implement its plans.
Item 2. Changes in Securities
None
-15-
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matter to a Vote of Security Holders
None
Item 5. Other Information
(1) Appointments of Officers
The Company appointed Roy S. Adaniya, M.D., as the Acting Chief Operating
Officer of Mayan Resorts and Mayan Plantation. Dr. Adaniya has been a
Member of the Board of Directors of the Company since December 1996 and
brings significant management, operational and organizational experience to
the management team.
The Company appointed Mr. Santiago Gomez as the Senior Vice President, Trust
Officer and Assistant Secretary of WSF Trust Corporation of Belize Limited
and as a Director and Senior Vice President of Mayan Plantation Limited,
Mayan Resorts Limited and Mile 13 1/2 Limited, d.b.a. Salt Creek Club. Mr.
Gomez has expertise as a business and immigration consultant as General
Manager of International Services, Ltd., and has experience as a manager with
Deloitte & Touche and the Belize Export & Investment Promotion Unit of the
Belize Chamber of Commerce and Industry.
The Company appointed Ms. Verna Gardiner, Executive Secretary of Mayan
Resorts Limited, to the additional positions of Assistant Treasurer of WSF
Trust Corporation of Belize Limited, Mayan Plantation Limited, Mayan Resorts
Limited and Mile 13 1/2 Limited, d.b.a. Salt Creek Club.
(2) Resignation of Officer
Mr. Antoine Y. Gedeon resigned from all his positions with the Company for
medical and personal reasons at the Board of Directors meeting held on
September 24, 1998.
Item 6 (a) Exhibits
None.
Item 6 (b) Report on Form 8-K
Form 8-K was filed on July 9, 1998
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: November 13, 1998
WALL STREET FINANCIAL CORPORATION
/s/ Gerhart W. Walch
Chief Executive Officer
-16-
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