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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 March 31, 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
Former address:
1088 Bishop Street, Suite 1104
Honolulu, HI 96813
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 No X
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 March 31, 1998
$.01 par value 24,223,575
Transitional Small Business Disclosure Format (Check one) Yes No X
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FORM 10- QSB
FINANCIAL STATEMENTS AND SCHEDULES
WALL STREET FINANCIAL CORPORATION
For the Quarter ended March 31, 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 - March 31, 1998 and
December 31, 1997 .....3
Statement of Operations - Three months
ended March 31, 1998 and 1997 .....5
Statements of Cash Flows - Three months
ended March 31, 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 ....15
Item 5. Other Information ....15
Item 6.(a) Exhibits ....15
Item 6.(b) Reports on Form 8-K ....15
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Wall Street Financial Corporation and Subsidiary
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, December 31,
1998 1997
note (unaudited) (audited)
Assets
Current Assets
Cash $63,818 $60,683
Accounts receivable-trade 24,687 24,687
Accounts reeivable-related parties 86,422 62,580
Inventory 83,532 ---
Prepayment 10,000 10,000
Interest receivable 23,123 12,414
------------ ------------
Total current assets 291,582 170,364
------------ ------------
Advances Receivable-
Officers 40 ---
Other 9,910 17,768
------------ ------------
9,950 17,768
------------ ------------
Note receivable 101,313 100,000
Property, plant and equipment
Land 229,000 229,000
Buildings 150,000 150,000
Furniture, fixtures and equipment 531,329 527,932
Vehicle 16,600 16,600
------------ ------------
926,929 923,532
Less: accumulated depreciation 36,482 7,405
------------ ------------
Property plant and equipment-net 890.447 916,127
------------ ------------
Other Assets 48,497 20,000
Deferred Expenditure 1,675,973 1,785,030
Deposits 365,588 202,055
Forest Resource 134,500,000 134,500,000
Organization cost 110,317 28,024
Less: accumulated depreciation 3,071 2,457
------------ ------------
107,246 25,567
Sinking funds 1 1,210,938 804,688
Investment 6,999 12,631
------------ ------------
$139,208,533 $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
March 31, 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 250,743 242,116
Accounts payable-officers/directors 2 1,042,078 2.742
Accounts payable-other 175,381 174,593
Payroll taxes payable 15,777 9,654
------------ ------------
1,782,979 2,104,105
------------ ------------
Accrued liabilities
Interest payable-officers 12,225 77,063
Interest payable-others 188,921 120,737
Insurance payable 421 1,264
Net payroll payable 26 2,756
------------ ------------
201,593 201,820
------------ ------------
Other current liabilities
Litigation settlement 20,000 20,000
------------ ------------
Total current liabilities 2,004,572 2,326,925
Notes Payable-officers/directors 757,837 551,818
Reserve 547,080 597,500
Notes Payable-others 3 32,063,825 51,963,825
------------ ------------
Total liabilities 35,373,314 55,439,068
Deferred Revenue 66,740,000 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; issued
and outstanding 24,223,575 shares
at 03/31/97 and 15,880.039 at 1997 242,236 158,801
Common stock-subscribed, 303,575
shares of $.01 par value at 03/31/98
and 1,965,452 at 1997 3,036 19,655
Additional paid-in capital 35,140,816 13,748,177
Additional paid in capital-subscribed 106,204 858,201
Retained earnings 327,027 230,328
------------ ------------
35,820,219 15,015,162
------------ ------------
$139,208,533 $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
CONSOLIDATED STATEMENTS OF OPERATIONS
for Three Months Ending March 31,
1998 1997
(unaudited) (unaudited)
Revenue
Gain on investment $931 $183,279
Operations-gross profit 516,699 84,097
Interest income 11,318 54
Other income 81 100
-------- ---------
529,030 267,530
-------- ---------
Expenses
Operating expenses 319,155 4,999
Interest expense 82,053 44,204
Depreciation/amortization 3,892 616
-------- ---------
405,099 49,819
-------- ---------
Income from operations $123,931 $217,711
======== =========
Net income/per share from operation $0.01 ($0.01)
======== =========
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
Three Months Ended March 31,
1998 1997
(unaudited) (unaudited)
Cash flows from operating activities:
Net income/(loss) from operations $123,931 $217,711
Items not affecting working capital
depreciation 29,077 616
Changes in assets and liabilities:
increase in accounts payable-officers/directors 1,039,366
decrease in interest payable-officers/directors (64,838)
increase in interest payable-others 68,184
increase in inventory (83,532)
decrease in deferred expenditures 109,057
decrease in deferred revenues (510,000)
increase in related party receivable (23,842)
increase in interest receivable-other (10,709)
(decrease) in other assets & liabilities (33,721) (72,703)
---------- ---------
642,973 145,624
---------- ---------
Cash flows from investing activities:
Purchase of furniture (1,413)
Purchase of equipment (3,397)
Deposit for acquisition of property (159,955)
Addition to other assets (82,293) (324,404)
---------- --------
Net cash used in investing activities (245,645) (325,817)
---------- --------
Cash flows from financing activities:
Proceeds from long-term debt 425,000
Proceeds notes payable-officers/directors 206,019 175,573
(Decrease) in convertible notes payable (21,276,000)
(Decrease) in reserve (50,420)
Proceeds used to establish sinking funds (406,250)
Proceeds from sale of shares 100,000
Issuance of shares to convert debt to equity 21,376,074
(Decrease) in shares to be issued (768,616)
---------- ---------
(394,193) 175,573
---------- ---------
Net increase/decrease) in cash 3,135 (4,620)
Cash at beginning of year 60,683 6,668
---------- ---------
Cash at end of period $63,818 $2,048
========== =========
Cash paid during the period for:
Interest $0 $0
The notes on pages 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 three months ended March 31,
1998, are not necessarily indicative of the results to be expected for the
entire year.
The 10-QSB filing condensed financial statements for the three months
ending March 31, 1998, consist of the consolidated financial statements of
Wall Street Financial Corporation ( WSF ) and 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 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 $32,063,825 at March 31, 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 debt
In October 1997 the Company became a participant in an approved immigrant
entreupeneur 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") was incorporated under the
laws of the State of Delaware in March 1987. While Registrant initially
provided financial services to community banks, since 1995, under the
guidance of a new Board of Directors, the Company began actively
concentrating on its interest in a 31,000-acre parcel of prime Belizean real
estate property.
Since 1996 the Company's focus is that of a holding company with three main
operations, a) trust and asset management, b) plantation revitalization and
c) the planning and development of a world-class destination resort with one
or more Caribbean sea-front hotels.
WSF Trust Corporation of Belize, Ltd.("the Trust Company"), a Belize trust
company, a wholly-owned subsidiary of Registrant was formed to implement the
corporate strategy involving trust and asset management. The Trust Company
was declared a full service trust corporation pursuant to the Trust
Corporation Act of the Laws of Belize. With the establishment of the Trust
Company and the appointment of the Trust Company as the sole trustee and
asset manager of one of the largest private plantations in Belize, the
Registrant assumed an active role in the economic development of the Country
of Belize. To implement these plans and achieve these objectives the Trust
Company has and will make investments in synergistic companies and/or enter
into joint ventures with qualified strategic partners (see section on
"Operations").
The Registrant has also formed Mayan Resorts Development Company, Ltd., a
Belize company, a wholly owned subsidiary of the Trust Company (hereinafter
referred to as "Mayan Resorts"). The primary objective of Mayan Resorts is
to complete the development of a major destination resort complex in the
country of Belize on a 50 square mile oceanfront parcel generally known in
Belize as the Salt Creek Estate or Salt Creek Plantation. Such development
will include (1) implementation of a Plantation Revitalization Plan that
includes agriculture, forestry and aquaculture projects and (b) preparation
and implementation of a Master Development Plan for a mixed-use, world-class
destination health and wellness-resort. The Master Development Plan will
strive to utilize the plantation operations as ecological attractions and the
many Mayan sites on the property as cultural attractions.
Compradore Limited, a Hawaii corporation, is the registered owner of the
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. Due to
subsequent transfers, the Plantation was reduced to 31,423.45 acres in 1989.
The Registrant owns twenty-three and 62/100 percent (23.62%) of the common
stock of Compradore Limited, the title holder of the 31,423.45-acre
Plantation. WSF Trust Corporation of Belize, Ltd. is the sole trustee and
asset manager of the Plantation.
Wall Street Internet Corporation, Hawaii company, a wholly-owned subsidiary
of Registrant, will serve as the communications and marketing arm for all of
Registrant s operations. This company remains a development stage company and
is based in Honolulu, Hawaii.
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LIQUIDITY AND CAPITAL RESOURCES
Assets
Total assets at March 31, 1998, were $139,208,533 as compared to $138,554,230
at December 31, 1997. As of March 31, 1998, the Company had cash balances of
$63,818 compared to December 31, 1997 cash balances of $60,683. On March 31,
1998, current assets of the Company were $291,582 compared to $170,364 at
December 31, 1997.
Forest Resource
Forest Resource was $134,500,000 at March 31, 1998, and $134,500,000 at
December 31, 1997, and consists of about 14,576 acres dense broad-leaf forest
range that, pursuant to its assessments, contains mature and merchantable #1
and #2 grade Honduras Mahogany and other merchantable hardwood trees, mostly
cedar. With the implementation of an ecologically sound Forestry Management
and Timber Processing Plan this resource should remain sustainable based on
an estimated growth in merchantable hardwoods of approximately seven million
board feet (7,000,000 BF) or more per annum.
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 $35,373,314 at March 31, 1998, compared to
$55,439,068 at December 31, 1997. Of these liabilities, $30,518,825 is due
to an affiliate at March 31, 1998, and $51,518,825 at December 31, 1997. The
reduction in liabilities is due mainly to the partial conversion of a note
payable into common stock of the Company.
Current liabilities
Current liabilities for the Company were $2,004,572 at March 31, 1998,
compared to $2,315,925 at December 31, 1997. The decrease in current
liabilities is a due to conversions of Notes and Interest Payable to equity.
The Company expects to convert, re-negotiate or pay all or a portion of the
current liabilities later in 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 is entitled to fifty (50%)
percent of all revenues from the estate. This contract is similar to limited
partnership contracts, in which the general partner (in this case WSF Trust)
receives a share of the property s income. The deferred revenue of
$66,740,000 at March 31, 1998, and $67,250,000 represents the unrecognized
portion of revenue from the sale of timber resources which is being
recognized as revenue as timber from that sale is processed and shipped.
The Company has acquired control of a sawmill and is currently processing
hardwood into lumber during the second Quarter of 1998 and anticipates full
production capabilities for lumber and value-added wood products by the end
of the third Quarter of 1998.
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Shareholders' Equity
The Company's shareholders' equity increased to $35,820,219 at March 31,
1998, compared to $15,015,162 at December 31, 1997, due mainly to the partial
conversion of Notes payable-others into equity at $3.00 per share.
RESULT OF OPERATIONS
Revenues
The Company had operating revenues of $529,030 for the three month period
ending March 31, 1998, as compared to $267,530 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 $319,155 for the three months ending March 31, 1998,
compared to $4,999 for the comparable quarter in 1996. The increase in
expenses is attributable to expenses deferred from 1996 and 1997 currently
being recognized with the start up of operations at the sawmill and with the
inception of the members club .
Net Operating Income
There was a net operating income of $123,931 for the Quarter ended March 31,
1998, compared to a net operating income of $217,711 at March 31, 1996. The
decrease in net income is due mainly to recognition of operating and deferred
expenses from 1996 and 1997 relating to the wood processing business. Income
from 1997 was mainly attributable to lot sales which carried very little
operating overhead.
PLAN OF OPERATION
(a) General
To implement the plantation revitalization and resort development plans and to
achieve desired objectives, the Company will provide capital to its Belize
based Trust Company, which in turn will make investments in synergistic
companies and/or enter into joint ventures with qualified strategic partners.
(b) Operations
The Registrant s activities during the first Quarter of 1998 were focused on
the continued assessment of the resources of its asset base, the reduction of
its liabilities , the preparation and implementation of the Company s
Plantation Revitalization Plan and the Resort Destination Development Plan,
and the establishment of the sawmill and wood processing facility.
The Plantation has a 300-year history as a citrus plantation, cattle ranch
and forest range that, at the height of its operation, employed approximately
1,000 persons.
The Plantation now encompasses 31,423.45 acres owned by Compradore Limited,
an affiliate of the Company. It is managed by the Trust Company. The
property is held free and clear of any liens orother obligations. The
Plantation is on the ocean and has coastline frontage of approximately 20
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miles on the Caribbean Sea. The land itself consists of areas previously
used as a forest range, cattle ranch and tropical fruit plantation. It also
features coastal lagoons, marshes and savannas that transition into tropical
hardwood forests. A major attraction on this property is a large number of
Mayan temples and other archaeological sites up to 4000 years old.
A portion of the Plantation is densely covered by a hardwood forest
containing major stands of mahogany, cedar, pine, teak and other tropical
hardwoods. The forested area occupies approximately 14,576 acres (5,901
hectares), or approximately 37% of the total land base of the property. All
forestry operations will be based on sustained yield management. The Company
manages the forest resources and now operates a sawmill and value-added wood
processing plant. With the completion of the secondary wood processing
facility currently under construction, the Company will be capable of
producing virtually all of the wood products and mill work for its planned
residential, commercial and eco-resort development projects
The Land Use Plan for the Plantation sets forth the appropriate land uses.
The low-lying lagoon areas of the property are appropriate for agriculture
and aquaculture ventures. In addition, many of these lagoons provide
picturesque sites for various types of resort development and for parks,
wildlife sanctuaries and other recreation purposes. Also noted on this plan
is the proposed location for a Phase I-Development Plan for a 1,000-acre
destination resort development. In addition to ecological and archaeological
tourism, an additional theme incorporated into the Plantation revitalization
and development is that of health and wellness.
Mayan Plantation Hardwood Limited
The Company is in the process of building a secondary wood processing
facility as an expansion of the sawmill and value added primary wood
processing facility. In April 1998, Mayan Plantation Hardwood Limited began
exporting milled lumber to purchasers in North America. In anticipation of
limitations in obtaining logs during the rainy season, the Company has been
actively seeking additional sources of timber and has been making provisions
for timber inventory in order to keep the sawmill constructively and
profitably operational through the traditionally wet season.
The Company has engaged qualified forestry management consultants in
continuation of the Company's objectives in implementing a sustainable
forestry management plan for its timber resources. Presently, the efforts
are focussed on establishing an inventory of the species distribution on the
property by evaluation of a grid of 50-acre parcels, utilizing standard
forestry sampling methodology which will specifically include areas which
were inaccessible in prior assessments due to weather conditions.
The Company will continue to employ the services of forest- and land-
management experts, as required, to prepare, implement and to maintain an
ecologically sound, sustainable resource management plan that will preserve
these resources for future generations.
Mayan Resorts Limited -- The Salt Creek Club
The Salt Creek Club is another development project of Mayan Resorts that is
planned to be open for service during the early third quarter of 1998. The
facility is expected to include a private dining club and spa, along with one
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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 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, 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 three buildings on the club site with a
small number two- and three-bedroom hotel suite units in a lush landscaped
private, gated community. Club members will have the opportunity to live at
and use the on-site club and spa amenities.
The Club master plan and the hotel suite buildings have 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
expected to open during second quarter of 1998. The ground breaking for the
hotel suite residences is scheduled for the third quarter of 1998 and
anticipated completion in late 1999 or soon thereafter, subject to financing.
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.
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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
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.
A trial marketing effort has been completed during which 20 two- and four-
acre ocean-front lots were purchased at an average pre-development purchase
price of U.S.$10,000.00 per acre, subject to government approval. Once
governmental approval has been obtained, Mayan Resorts plans to design and
build ocean-front villas. Buyers included physicians, other health care
leaders and other professionals. These professionals will make up the team
advising the development of the wellness and health education theme of the
resort which will include a wellness center and an education and medical
center. The cost of construction of private homes on improved lots will be
the responsibility of the owners, but 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.
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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.
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.
Item 2. Changes in Securities None.
Item 3. Defaults Upon Senior Securities None.
-14-
Item 4. Submission of Matter to a Vote of Security Holders
The Annual Meeting of the Stockholders of Wall Street Financial
Corporation (the "Company"), will be 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:
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.
Item 5. Other Information
The Annual Meeting of the Stockholders of Wall Street Financial
Corporation (the "Company"), will be held at the Hilton Hawaiian Village,
2005 Kalia Road, Honolulu, Hawaii on July 9, 1998, at 10:00 a.m. local time.
Share owners of record at the close of business on April 17, 1998, will
be entitled to vote at the meeting and any adjournments.
(see matters to be presented to share owners under item 4. above.)
Item 6 (a) Exhibits None.
Item 6 (b) Report on Form 8-K None.
SIGNATURE
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: May 25, 1998
WALL STREET FINANCIAL CORPORATION
/s/ Gerhart W. Walch
President &
Principal Executive Officer
-15-<PAGE>
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