<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
March 4, 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
Listed OTCBB "WSFI"
____________________________________________________________________________
<PAGE>
Item 1. Changes in Control of Registrant
Not applicable
Item 2. Acquisition or Disposition of Assets
Not Applicable
Item 3. Bankruptcy or Receivership
Not Applicable
Item 4. Changes in Registrant's Certifying Accountant
Not Applicable
Item 5. Other Events
On January 27, 1999, the Board of Directors of the Company approved the
appointment of James G. Caldwell to the Board of Directors of the Company.
On February 1, 1999, the Company engaged James G. Caldwell as President
and Chief Operating Officer of the Company and its subsidiaries.
On February 2, 1999, the Company engaged Cornerstone Financial Co. LLC.
of New York, as Financial Advisor to the Company on an exclusive basis.
Cornerstone Financial Co., LLC. will assist the Company in its efforts to
obtain financing to develop its real estate holdings in Belize, to achieve its
growth goals through synergistic acquisitions and to list the Company's stock
on AMEX or NASDAQ.
Item 6. Resignations of Registrant's Directors
Roy S. Adaniya, M.D, Chairman of the Board's Compensation Committee
Chairman and acting Chief Operating Officer until replaced by Mr. Caldwell,
resigned from the Board of Director's of the Company. His resignation was
accepted on February 16, 1999.
Item 7. Financial Statements and Exhibits
Press Release RE: WSF hires New President, 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
Exhibit "A"
HONOLULU (BUSINESS WIRE) Feb. 2, 1999 WSF Corp. (OTC BB: WSFI) will
retain the services of noted real estate developer James G. Caldwell as
President and Chief Operating officer, it was announced today by Chairman
Gerhart W. Walch.
Caldwell, who has been responsible for the development of large-scale real
estate projects in both Hawaii and California, will join WSF immediately. He
will also be a member of the WSF Board of Directors.
Caldwell will also be responsible for overseeing WSF Trust Corporation of
Belize and its three subsidiaries, the Salt Creek Club, a private member 14-
acre club; Mayan Plantation, Ltd., timber processing operation; and Mayan
Resorts, Ltd., a land use and management company.
"We are pleased to welcome someone aboard with the experience and reputation of
James Caldwell," said Walch. He has been involved in a number of very
successful development projects in different climates and is exactly the
person we need to us move forward with our Belize operations.
In Belize, Caldwell will initially complete the Salt Creek Club and then work
on a golf course, a business park and a conference resort facility, subject to
obtaining development financing and government approvals. WSF is also
controlling owner of Compradore Limited, which is the titleholder for the
31,000-acre oceanfront Salt Creek Estate in the northern half of the country.
Among Caldwell s real estate achievements in California are the oceanfront
5,000-acre Sea Ranch in Northern California, the 1,000-acre national award
winning Camarillo Springs project near Los Angeles, and an 800-acre luxury
golf course in Bel Air.
In Hawaii, Caldwell, was the project manager and, later, senior vice president
for Castle & Cooke (NYSE) in the development of the company's affordable
housing sections of the 3,500-acre Mililani Town, and a 240-acre Business
Technology Park. He also served for four years as managing director for
Honfed Bank in Honolulu, and was a member of the bank's executive committee.
Earlier, Caldwell was a Foreign Service Officer for the U.S. Government.
Caldwell, who was born in the Philippines, is a graduate of the University of
Southern California and will allocate time between WSF's corporate offices in
Honolulu and its Belize operations.
CONTACT:
ProComm Public Relations
Jim Boersema, 808/528-3159
KEYWORD: HAWAII CALIFORNIA
BW 0387 FEB 02, 1999
14:41 PACIFIC
17:41 EASTERN