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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE ACT OF 1934
March 24, 1999
Date of Report
(Date of earliest event reported)
WSF CORPORATION
(d.b.a. Wall Street Financial Corporation)
(Exact name of Small Business Issuer as specified in its charter)
Delaware 0-17117 99-0240826
(State of (Commission File No.) (I.R.S. Employer
Incorporation) Identification No.)
1088 Bishop Street, Suite 202, Honolulu, HI, USA 96813
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (808) 526-3999
____________________________________________________________________________
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Item 1. Changes in Control of Registrant
Not applicable
Item 2. Acquisition or Disposition of Assets
The 14.42-acre Salt Creek Club property and improvements thereon, owned
by Mile 13 1/2 Limited, d.b.a. Salt Creek Club, a subsidiary of the Company,
were sold and the title to the property was transferred to Datapro
International Limited, a Belize company.
The Company invested approximately US$990,000 to acquire and to improve
the property, which included financing in the form of a 1st mortgage in the
amount of US$450,000, from St. Paul s National Building Society in Belize. The
mortgage had a term of three (3) years and required interest payments of
sixteen (16%) percent per annum, to be paid in twelve equal amounts per year.
Although the Company paid certain interest arrears on February 17, 1999, the
mortgage document provided the acceleration of principal and a power of sale
of the asset. Norman Neil LLM, of Counsel to the law firm of Glenn D. Godfrey
& Company which is the legal counsel for the Company in Belize, representing
St. Paul s National Building Society Limited, sold the property for
US$450,000, the face value of the mortgage, and notified the Company on
March 4, 1999, of the sale. As a result, the Company will record a reduction
in equity of approximately approximately US$540,000, and a reduction in
liabilities of US$450,000. In the opinion of counsel, the equity lost is not
material to the overall assets and equity of the Company.
Item 3. Bankruptcy or Receivership
Not Applicable
Item 4. Changes in Registrant's Certifying Accountant
Not Applicable
Item 5. Other Events
On March 18, 1999, the Company entered into an agreement with Mayan
Management International, LLC. ,a New York company, for the purchase and sale
of certain assets and services of the Company to facilitate investments and to
provide marketing and public relation services to the Company in a transaction
more fully described in Exhibit A.
Item 6. Resignations of Registrant's Directors
James G. Caldwell, resigned from his positions with the Company for lack
of sufficient working capital. His resignation was accepted on March 24, 1999.
Item 7. Financial Statements and Exhibits
Agreement Mayan Management International, LLC - Exhibit A.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
WSF Corporation
By /s/ Gerhart W. Walch
Gerhart W. Walch
Chairman of the Board and
Chief Executive Officer
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EXHIBIT A
AGREEMENT
THIS AGREEMENT made this 19th day of March 1999, replaces the Agreement dated
December 31, 1998, between COMPRADORE, LIMITED, a Hawaii corporation
("COMPRADORE"), the Nancy Atmospera-Walch and Gerhart W. Walch Trust (THE
WALCH TRUST), WSF CORPORATION (d.b.a. WALL STREET FINANCIAL CORPORATION or
"WSF") a Delaware corporation and MAYAN MANAGEMENT INTERNATIONAL, LLC. a New
York limited liability corporation ( the Investors or MMI ).
RECITALS
This agreement is made with reference to the following facts and
understandings between the parties:
A. WSF Corporation (d.b.a. Wall Street Financial Corporation) is a publicly
traded Delaware corporation, hereinafter WSF .
B. Compradore Limited, a Hawaii Corporation is the successor by way of
statutory merger with Compradore, Ltd., a Hong Kong corporation, hereinafter
referred to as Compradore .
MAYAN MANAGEMENT INTERNATIONAL, LLC. a New York company, formed to facilitate
investments and to provide Marketing and Public Relations Services,
hereinafter referred to as MMI .
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, the parties agree as follows:
1.1. WSF awards to MMI the irrevocable right to purchase:
a) Twenty (20), fee simple, unencumbered, 2-Acre Estate Lots (Sea
frontage) at Salt Creek Estate s, planned Mayan Resort, Phase I Caribbean Sea
front Subdivision #2;
b) Twenty (20), fee simple, unencumbered, 10-Acre Gentleman s Ranch
Lots (unimproved Inland location), zoned for agricultural / equestrian
purposes at the Salt Creek Estate; and
c) Twenty (20) Salt Creek Club Membership Cards, of ClubCorp
International, (subject to the approval of the planned site and facilities of
the Salt Creek Club); and
d) Twenty (20) International Business Corporations in Belize,
including registration and one year of maintenance;
e) Twenty (20) Certificates representing 50,000 shares of WSF 144-
Common Stock each.
One Unit: Each Unit consist of One (1) Item of each (a/b/c/d/e&f); at a cost
per Unit of U.S. $35,000 (Thirty five thousand U.S. Dollars).
Note: In addition to the above 20 Units, MMI shall receive One (1) Unit
free of charge for its efforts to coordinate this transaction.
1.2. MMI agrees to Purchase 10 Units at price of $35,000 per Unit with the
execution of this agreement as follows:
Cash Payments
1. $195,000 U.S. has been paid in 1998;
2. $35,000 U.S., to be paid by March 20, 1999;
3. $35,000 U.S., to be paid by April 15, 1999;
4. $35,000 U.S., to be paid by April 30, 1999;
5. $50,000 U.S., to be paid subsequent to a strategic planning meeting to
be held in Los Angeles, on or about May 30, 1999;
Firm Cash Payment Commitment: $350,000 U.S.
All cash payments to be made via wire transfer to WSF Corporation s account at
American Savings Bank, Bishop Square Branch, Honolulu, 96813.
Acct: 45-524450, ABA 59-7076-3213);
WSF to provide USE OF FUNDS information to MMI.
1.3. Additional Agreements and Consideration
A. In exchange for Marketing and Public Relations Services valued at
$1,000,000 U.S. (One Million U.S. Dollars) to be provided by MMI, WSF will
provide to MMI the following:
a) Seven (7%) Percent of the issued and outstanding shares of
Compradore Limited, a Hawaii corporation, and owner of the 31,423.45-acre Salt
Creek Estate in Belize, currently representing approx. 2,200-acres;
b) 980,000 Shares of WSF 144 Common Stock, consisting of a pro-
rata distribution of shares to Compradore Limited shareholders, based on the
seven (7%) percent ownership;
c) Thirty (30%) percent ownership interest, with WSF Trust
Corporation of Belize owning Seventy (70%) in the Salt Creek Club, a Private
Members Club to be build on 20-acres of fee simple property, located at the
planned 1,000-acre Mayan Resort Caribbean Sea-front development entitled Phase
I, at the most southern portion of the Salt Creek Estate in Belize;
B. MMI agrees to the provide the following Marketing and Public Relation
Services:
a) To assist WSF with improving its current www.wsf.com Internet
Site, featuring projects planned and/or developed at the Salt Creek Estate.
MMI agrees to assist WSF to develop and implement a Marketing Strategy Program
and Budget, including personal appearances of its stockholders in advertising,
investor relation and public relation campaigns. The Strategy and Program to
be designed to assist WSF to achieve its goal and to enhance its shareholders
value.
b) MMI agrees to participate and actively promote Annual Sport
and Entertainment Events that will promote planned Salt Creek Estate
development projects, in particular the Salt Creek Club.
1.4 Transaction Description for the transfer of the Seven (7%) Percent Stock
Ownership of the Compradore Limited Shares:
Compradore Limited, a Hawaii corporation, by virtue of purchase and merger
with Compradore Limited, Hong Kong, is the sole title-holder to 31,423.45-
acres fee simple property. The Property is held under an Original Transfer
Certificate of Title, issued by the Registrar General of Belize, Dated
December 19, 1973, and registered in the Land Titles Register Volume 8 Folio
300. (Exhibit A Copy of the Transfer Certificate of Title).
To facilitate this transaction, THE WALCH TRUST agrees to re-allocate seven
(7%) percent of their shares, to allow WSF to engage MMI and to attain the
necessary relationships and funding to achieve ultimately its Corporate
Vision. Upon execution of this transaction, COMPRADORE will be owned, with
non-dilution provision, by its shareholders as follows:
NAME OWNERSHIP INTEREST
Ila Jhaveri 27.88% (278.8 shares)
WSF Corporation 23.62% (236.2 shares)
Nancy Atmospera-Walch 20.50% (205 shares)
& Gerhart W. Walch Trust
H. Stephen Madsen 9.00% (90 shares)
Mayan Management
International LLC 7.00% (70 shares)
Antoine Y Gedeon Family Trust 4.00% (40 shares)
Richard G. MacMillan and 4.00% (40 shares)
Alta Mac Millan
Gordon Rapozo and 4.00% (40 shares)
Katherine Rapozo ______ ___________
TOTAL SHAREOWNERSHIP 100.00%(1,000 shares)
WSF Corporation desires to list its stock on the NASDAQ or AMEX during the 3rd
or 4th Quarter of 1999. As an incentive for MMI to actively participate in an
Investor Relations Program directed to enhance the shareholders value, THE
WALCH TRUST will transfer an additional six and one half (6.5%) percent of its
Compradore Shares to MMI, should WSF s stock listing be upgraded to one of
these two exchanges with the active assistance of MMI.
1.5 One Hundred Thirty Five Acres (135-acres) of Land
THE WALCH TRUST is entitled to receive 275-acres of land at the Salt Creek
Estate. The Trust will transfer its right to 135-acres of this fee simple
property, free and clear of any liens, to MMI without any charge. THE WALCH
TRUST and MMI together shall initially select the location of this 275-acre
parcel of land, with MMI being allocated 135-acres. However, MMI shall have
the right to exchange its 135-acre parcel for one or more parcels, located
elsewhere on the Salt Creek Estate, provided that such exchange does not
adversely affect or impair the development plan for the Estate. (Exhibit B
Compradore Shareholders Agreement).
1.6 Ownership and Seat on the Board of MMI.
Upon execution of this Agreement, MMI will issue ten percent (10%) of the
total issued and authorized shares, with non-dilution provision, to THE WALCH
TRUST, in consideration for the reallocation of their shares of Compradore
Limited, and for their agreement to transfer their rights to 135-acres of
their 275-acres of land located on Salt Creek Estate. Upon execution of this
Agreement, THE WALCH TRUST shall also have the right to one full voting seat
on the Board of Directors of MMI.
At such time as MMI is able to receive an additional re-allocation of six and
one half (6.5%) percent of the shares of Compradore Limited, MMI will issue an
additional ten (10%) percent of the total issued and authorized shares, with
non-dilution provision, to THE WALCH TRUST, in consideration for the re-
allocation of their shares of Compradore Limited and THE WALCH TRUST shall
also have then the right to two full voting seats on the Board of Directors of
MMI.
2.1. Mutual Release.
In consideration of the premises, each of the parties hereto completely
releases and forever discharges, each of the other parties, from any and all
past, present or future claims, demands, obligations, actions, causes of
action, rights, damages, and costs of any nature whatsoever, which said party
now has for reasons related to any previous agreement, or which may hereafter
accrue or otherwise be acquired, other than the commitments made herein, on
account of this Agreement.
2.2. Additional Documents.
All parties agree to cooperate fully and execute any and all
supplementary documents and to take all additional actions, which may be
necessary or appropriate to give full force and effect to the basic terms and
intent of this Agreement. In particular WSF s development efforts to include
the preparation of surveys and the transfer of the Transfer Certificate of
Title as soon as the Development Plans have been approved. The costs for such
surveys and transfers to be borne by the new landowners.
2.3. Governing Law.
This Agreement shall be construed and interpreted in accordance with the
laws of the State of Hawaii.
2.4. Entire Agreement.
This Agreement contains the entire agreement, and supersedes all previous
agreements, between the parties and their respective stockholders with regard
to the subject matter hereof and shall be binding upon and inure to the
benefit of the executors, administrators, personal representatives, heirs,
successors and assigns of each party.
2.5. Effectiveness.
This Agreement shall become effective immediately following the execution
by each of the parties.
2.6. Arbitration.
In the event any dispute should arise regarding the performance or
interpretation of this Agreement, such dispute shall be referred to binding
arbitration in accordance with the rules of the American Arbitration
Association, Hawaii Chapter. Any such dispute shall be resolved through
binding arbitration within 90 days of filing.
3.1. Time is of the Essence.
All outstanding transactions and issues agreed upon in this agreement must be
completed within 30 days of the date of this Agreement. Specific dates and
events that have been agreed upon in this agreement must be met precisely and
any delays would be considered a material breach of this Agreement.
3.2. Counterparts and Facsimile Copies.
The parties hereto agree that this instrument may be executed in
counterparts, each of which shall be deemed an original, and said counterparts
shall together constitute one and the same agreement, binding all of the
parties hereto, notwithstanding all of the parties are not signatory to the
original or the same counterparts. For all purposes, including, without
limitation, recordation, filing and delivery of this instrument, duplicate
unexecuted and unacknowledged pages of the counterparts may be discarded and
the remaining pages assembled as one document. Further, facsimile signatures
shall be deemed genuine and binding.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
WSF CORPORATION
a Delaware corporation
By /s/ Gerhart W. Walch
Its: Chairman & Chief Executive Officer
By /s/ Richard G. MacMillan, Esq.
Its: Secretary and Counsel
MAYAN MANAGEMENT INTERNATIONAL, LLC.
a New York corporation
By /s/ Charles Smith-Semedo
Its: Chairman & Chief Executive Officer
By /s/ Philip G. Atwell
Its: Secretary / Treasurer and
Member of the Board
The Gerhart W. Walch and
The Nancy Atmospera-Walch Trust
Hawaii Trusts
By /s/ Nancy Atmospera-Walch
NANCY ATMOSPERA-WALCH, Trustee
By /s/ Gerhart W. Walch
Gerhart W. Walch, Trustee
COMPRADORE LIMITED
By /s/ Richard G. MacMillan, Esq.
Its: Secretary and Member of the Board
By /s/ Gordon E. Rapozo
Its: Treasurer and Member of the Board
