U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Commission file number 0-17117
WSF CORPORATION
(dba Wall Street Financial Corporation)
(Exact name of Small Business Issuer as specified in its charter)
Delaware 99-0240826
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
745 Bishop St., Amfac Ctr, Hawaii Tower Suite 700, Honolulu, HI. 96813
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (808) 526-3999
____________________________________________________________________________
Securities registered pursuant to Section 12(g) of the Exchange Act:
Title of each class Name of each exchange on which registered
$.01 Par Value Par Common Shares NASD Bulletin Board - WSFI
____________________________________________________________________________
Indicate by check mark whether the Registrant (1) has 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
Indicate by check mark if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B contained in this form, and no
disclosure will be contained, to the best of Registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ]
State the aggregate market value of the voting stock held by non-affiliates
As of December 31, 1999. The aggregate market value was computed by using the
closing price on the NASD Bulletin Board on December 31, 1999 of $.12 per
share.
State issuers revenues for its most recent fiscal year $2,211,236
Common Shares, Par Value $0.01 Per Share $2,674,261.32
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates, computed by reference at which the common equity was
sold, or the average bid and asked price of such common equity on December
31, 199 of $0.12 $2,674,261.32
Indicate the number of shares outstanding of each of the Registrant's classes
of common stock, as of the latest practicable date.
Class Outstanding as of December 31,1999
Common Shares $0.01 Par Value 35,473,248
PART I.
ITEM 1. BUSINESS
(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, (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. At this
time, the Trust Company provides its trust and special asset management
services only to the Company's operations, however in the near future, it
plans to provide a broad range of trust, asset management and financial
services to clients in Belize and worldwide.
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. Compradore
Limited is the registered owner of a real estate property and holds the
Transfer Certificate of Title (TCT), dated December 19, 1973, registered in
the Land Titles Register Volume 8, Folio 300 at the Belize General Registry.
The TCT encompasses 38,677-acres of land (referred to as the Mayan Salt
Creek Estate or the Plantation). 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; please see below. Among the major attractions
on this property is a large number of historical Mayan archaeological sites.
The Company has an option to acquire the controlling interest or all of the
shares of Compradore Limited at fair market value.
In order to remove any possible cloud on its ownership and title and to enjoy
quiet title, prior to beginning the implementation of the Company's Master
Plan for the Plantation, WSF as the sole trustee and asset manager of the
Plantation has litigated on Compradore's behalf, has obtained a deed of
release from the Belize Government for property acquired but not paid for,
Superior Court and Appeals Court judgments and is involved in a final
litigation as more fully described in Section Part I, Item 3.
The Company is in the preliminary planning stages for the following activities
and business undertakings described under "(b) Operations". No equity or debt
funding has yet been secured for these activities.
(b) Operations
To achieve its economic objectives, the Company provides capital to its wholly
owned subsidiary, the WSF Trust Corporation of Belize, Ltd. ("the Trust
Company"). which in turn makes investments in synergistic companies and/or
enters into joint ventures with qualified strategic partners to achieve the
best return for the assets owned or managed.
The Company completed its Master - Land Use Plan for the 31,423.45-acre Mayan
Plantation and its Phase I Development Plan. Subject to the successful
implementation of its funding strategy with its bankers, a leading
international banking house, the Company will be awarding contracts to its
long-time design, planning & architectural company, to a major international
hotel management company and to a U.S. Construction company that will engage
local subcontractors.
The development and construction efforts will be directed by a Design/Build
Team under the leadership of the U.S. Construction company, who is responsible
for the on-time and on-budget for the Phase I - development projects more
fully described herein.
The Company's activities during the 1999 were focused on (i) implementing the
Mayan Plantation revitalization plans, (ii) the preparation of the various
Phase I development plans, (iii) raising of working capital and development
financing and (iv) the generation of revenues from the sale of plantation
related products and services.
(i) Mayan Plantation. The Mayan Plantation has a 300+ year history as a
forest range, cattle ranch and diversified crops plantation. The completed
Land Use Plan for the 31,423.45-acre Mayan Plantation sets forth the
appropriate land uses. Approximately 37% of the total land base, 14,000-acres
(5,901 hectares) is densely covered by a hardwood forest containing stands of
mahogany, cedar, pine, teak and other tropical hardwoods and a wide variety of
plants and abundant wildlife. The first objective of the Company is to
implement and maintain a sustainable forestry, plant, wildlife and shoreline
management plan for the entire 31,423.45-acre plantation, the five major
lagoons and its many miles of Caribbean shoreline.
Mayan Plantation plans to operate a sawmill, and wood processing plant,
producing highest quality hardwood products for its own developments as well
as for the export market. Mayan Plantation will be capable of producing
virtually all of the wood products and millwork for planned residential,
commercial and resort development projects. All forest operations will be
based on sustained yield management as recommended by the company's forest
management consultants/experts. The Company owns these forest resources in
perpetuity.
Mayan Plantation's revitalization plan also focuses on the increase in the
current cattle and other livestock operations and on planting and harvesting
diversified crops, as well as plants and flowers for landscape architecture
and the hospitality industry.
(ii) Mayan Resort Belize & Cultural Center. A 1,000-acre portion of the Estate
will be used on the shoreline for the development of the Mayan Resort that
will include into a world-class hotel, conference and gaming facility. The
resort will have acres of man-made swimming pools, as well as access to
natural ocean sports. The resort can be accessed both by land and by water,
and it will offer a wide variety of resort activities and amenities in the
context of ecologically sound/sustainable growth. Initially, the development
will include a deluxe conference hotel, a casino, sufficient meeting
facilities, retail
shops, 18-hole golf course and tennis club, 75-slip yacht club and marina and
up to 1,085 improved, single family residential home lots, or homes, for sale.
Adjacent to the Mayan Resort, A Mayan Cultural Center and Theme Park, on about
5,000-acres of land with miles of shoreline, will be developed to become one
of the major tourist attractions of Belize or even Central America. The main
attraction will be the well-known Mayan Temple at Rocky Point. We believe
this historical Mayan ruin is thousands of years old and is located adjacent
to three picturesque lagoons.
(iii) Belize Science & Technology Center. An 800-acre portion of the Estate,
at its closest point to the North American Highway and the Belize
International Airport will be developed into the Belize Science and Technology
Center and incubator facility. It will be occupied primary by two types of
enterprises, namely software development houses and Internet Service
providers. It is designed as an advanced light industrial research and
development complex, carefully master planned to embrace the unique
environmental wonders of Belize. Large swaths of existing jungle are
preserved as "Natural (green) Corridors" throughout the complex. Lakes are
planned as wetland features to provide habitat for native water birds and
other fauna. The corridors also serve to separate industrial lots into
"Industry Clusters" to promote synergy between similar disciplines in the
field of high technology designs. The Park is self-intelligent with fiber
optic cable connections to super computers and satellite linkages. The master
Plan will allow maximum site plan flexibility and expansion to accommodate
both small and large tenants. Belize's close proximity to the U.S. and its
pro-business attributes, such as aggressive incentive programs including but
not limited to tax holidays, will give International companies the necessary
incentive and a competitive edge.
(iv) The Belize Institute of Technology (BIT). As its core and as the first
anchor tenant, the Science and Technology Center will feature the Belize
Institute of Technology. The Institute is envisioned as a web-based
electronic campus composed of sophisticated research and training facilities
oriented to advanced information technology and related services. The
Institute will provide a unique framework for teaching and delivering
technological advancements and innovations in a tropical "green" environment.
By combining a range of the very best research and teaching facilities with
the most forward thinking minds in the industry, the Institute will become a
hub for cross training, networking and collaboration. The sharing of
facilities at a single location will generate exciting synergy for research
and development between related disciplines.
Commercial administrative offices are envisioned for corporations to
headquarters their operations near the BIT and its super computers. Situated
behind lush tropical landscape and water features near the entrance of the
Institute, the corporate architecture will serve to showcase the purpose of
the park as a venue for advance technological innovations.
Self-contained residential neighborhoods are located at the edge of the Park
near preservation open space and will include access to hiking trails and
equestrian facilities. Dormitory housed and serviced apartments are provided
for students and visitors alike. Longer term family housing enclaves will
offer quiet respite away from the core facilities of the Science and
Technology Park, while remaining in close proximity to public community
support uses such as recreation fields, convenience shopping, golf and other
resort amenities of the nearby Mayan Resort.
(v) Belize Equestrian Estates. A 2,000-acre portion will be used on the
shoreline for the development of a world-class equestrian community with two
hundred (200) 5-acre Equestrian Estates configured around generous open space
corridors that are linked by road and horse trail to a modern Equestrian
Center. It will consist of a clubhouse with guest suites, equestrian
facilities, racetrack with gaming facilities, polo-fields and stables. The
Belize Equestrian Center is a private members club. It's 140 Charter members
for a solid foundation for the planned development goal of 2,000 members
locally and internationally.
The Company has the commitment of an equestrian Olympic medal winner to serve
as advisor in the coordination and execution of this project.
Wall Street Internet Corporation, a Hawaii Corporation (referred to as WSI)
WSI is a wholly owned subsidiary of the Company, will serve as the
communications and marketing arm for all of the Company's operations. This
company remains a development stage company.
Registration of Copy Rights and Trade Marks
In addition to its corporate registrations in the Country of Belize, in the
State of Delaware and in the State of Hawaii, and previous trade mark
registrations, the Company is in the process of registering the following
trade names or trade marks (a) Private Jewels of Belize, (b) Belize Science &
Technology Center, (c) Belize Institute of Technology, and (d) BIT, and (e)
CyberPark.
Risk Factors
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, there can
be no assurance that such capital 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.
Employees
The Company currently employs 4 persons on a full time basis and numerous
individuals on a part-time or advisory basis. It is anticipated that the
number of employees in Hawaii and in the Belize operations may increase
significantly as the implementation of the Plantation Revitalization Plan and
the Land Development Plan progresses.
None of the Company's employees are covered by a collective bargaining
agreement. The Company employs several International consulting firms and
consultants.
Inflation
The Company's business and operations have not been and are not expected to be
materially affected by inflation.
ITEM 2. PROPERTIES
The Registrant s principal and administrative office is located at 745 Fort
Street, Amfac Center, Hawaii Tower, Suite 700, Honolulu, Hawaii, 96813. Rent
for these premises is $2,200.00 per month.
In June 1987 the Registrant acquired an equitable interest in 5,010 acres of
the Plantation for 1,300,000 pre-split shares of the Company, located in the
northern part of the Belize District in Belize, Central America, valued at
that time at U.S. $1,200,000. On December 31,1995, the Registrant converted
the equitable interest in the land into a twenty three and 62/100 (23.62%)
percent of the common stock of Compradore Limited, fee simple, free and clear
title holder of the 31,423.45 acres private Estate. On May 11, 1995, the WSF
Trust Corporation of Belize Limited was appointed the sole trustee and asset
manager of the entire 31,423.45 acre Plantation.
ITEM 3. LEGAL PROCEEDINGS
At December 31, 1999, the Registrant was a party to four (4) 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, including:
WSF vs. JACKSON
Litigation resulted from the cancellation of shares. Pursuant to the terms of
an Agreement and Plan of Merger dated January 12, 1994, the Registrant agreed
to conditionally issue 6,000,000 shares to Ernest J. Jackson, owner of Jackson
Builders Corporation. During the agreed upon post-closing time, the Board of
Directors discovered that Jackson made material misrepresentations to the
Company and that Jackson did not provide the Company with the closing
schedules as required during the post-closing period. Therefore, Jackson did
not meet the conditions for the closing of the merger transaction and
forfeited his rights to these shares. The Company disclosed the material facts
in its 1994 8-K Filings. On September 28, 1994, the Company terminated Mr.
Jackson as President and Director effective immediately. On November 26,1994,
a Plan and Agreement of Rescission under which the parties agreed, among other
things, to rescind the Agreement and Plan of Merger dated January 12, 1994,
and Mr. Jackson agreed to return all of the 6,000,000 shares for cancellation.
However, as the Company discovered after the termination of Mr. Jackson,
without knowledge or approval of the Company, Mr. Jackson pledged portions of
these conditionally issued and restricted shares to personal creditors.
Therefore in order to avoid legal action, Mr. Jackson executed a stock power
in the name of the Company, with Paine Webber signature guarantee, and agreed
to return the stock certificates on December 31, 1994. However, Mr. Jackson
failed to deliver the stock certificates as agreed upon. Based on the
recission agreement, the stock power and a legal opinion obtained from
Wickwire Gavin, the Company canceled the 6,000,000 shares. In addition the
Company holds Mr. Jackson personally accountable for liabilities incurred
while he was Chairman, and recognizes the potential liability therein.
Although there is no assurance, Management believes it will prevail in the
recovery of these canceled certificates and the recovery of its claims.
EDWARDS vs. COMPRADORE
In 1997, Alfred Edwards, Jr. made a claim for conveyance of 18,000 acres of
the land owned by Compradore Limited, an affiliate of the Company and the
owner of the 31,000 acre-property in Belize. Mr. Edwards claimed he purchased
the land, but failed to pay for it. The land was never transferred. WSF
funded and Compradore defended the case. The Chief Justice, Sir George Brown,
of the Superior Court in Belize ruled in favor of Compradore Limited. Mr
Edwards was not satisfied with the outcome of this case and filed an appeal.
The highest court of Belize, the Appeals Court heard the case and Compradore
Limited again prevailed.
COMPRADORE vs. HO, et al.
On July 31, 1997, Compradore Limited, an affiliate of the Company, and at the
instruction of the Company, (WSF's ownership in Compradore is 23.6% of the
issued and outstanding capital stock, and WSF Trust Corporation of Belize
Limited is the sole trustee and asset manager of a 31,423.45 acres Compradore
Limited owns), filed a lawsuit against its first Chairman and Chief Executive
Officer, Raymond Y. Ho of the Company, and his family, demanding specific
performance on an agreement entered into by the Company with Ho and his
family. This case was set for trial on October 4, 1999, but was postponed to
2000. A new trial date has been set for the first week of July 2000.
However, due to a substitution of legal counsel, the trial has been delayed to
February 2001. The Company is currently in deposition phase of this
litigation.
The Company is confidant that it will prevail in its efforts and that a
settlement or judgment at trial will resolve this case. The Company has a
claim for significant damages for attorneys fees, punitive damages and payment
of all Company's court costs and legal fees.
WSF CORPORATION vs. SANDHILL ENTERPRISES, GRIMME et al. (An American
Arbitration Association arbitration case and settlement is in process of being
re-filed)
An arbitration case filed in October 1998, settled on April 29, 1999, resulted
in a reduction of the purchase price of the Asset Purchase Agreement for the
229-acre sawmill property. Pursuant to the Arbitration Settlement, Sandhill
was required to place the title certificate with Title Guaranty Escrow
Services, Inc. WSF was required to pay $30,000 by June 30, 1999, through
escrow and $315,000 by August 15, 1999. On August 13, 1999, two days before
closing of Escrow, the Company received an Order of the Supreme Court of
Belize, action #387, restraining Sandhill Enterprises from selling and
transferring the property to the Company. This order was never revoked. On
August 26, 1999, Sandhill Enterprises obtained, from a different judge in
Belize, Action No 450, to repossess the property from the Company. The
Company plans to re-open and pursue the Arbitration Settlement case in the
near future, whereby it will claim damages for breach of Settlement Agreement
and punitive damages as well as recovery of legal fees and court costs.
ITEM 8. FINANCIAL STATEMENTS
Wall Street Financial Corporation and Subsidiaries
CONSOLIDATED FINANCIAL STATEMENTS
31st December 1999 and 1998
INDEX
Report of the auditor to the Board of Directors and Shareholders
for the Year ended December 31, 1999 and 1998
Consolidated balance sheets
for Years ended December 31, 1999 and 1998
Consolidated statement of operations
for Years ended December 31, 1999 and 1998
Consolidated statements of cash flows -
for Years ended December 31, 1999 and 1998
Consolidated statements of changes in stockholders' equity -
for Years ended December 31, 1999 and 1998
Notes to financial statements
Supplementary Information
Report of the auditor on supplementary information
Consolidated operating expenses
INDEPENDENT AUDITORS REPORT ON FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULE
REPORT OF THE AUDITOR
TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF
WSF CORPORATION AND SUBSIDIARIES
We have audited the accompanying consolidated balance sheets of Wall Street
Financial Corporation and Subsidiaries as of 31st of December 1998 and 1997,
and the related consolidated statements of operations and statements of cash
flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated balance sheets and related financial
statements referred to above present fairly, in all material respects, the
consolidated financial position of the company at 31st of December 1999 and
1998, and the consolidated results of their operations and their consolidated
cash flows for the years then ended in conformity with generally accepted
accounting principles.
The accompanying consolidated financial statements have been prepared
assuming that the company will continue as a going concern. The Company has
a deficit working capital that raises doubt about its ability to continue as
a going concern. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Mark C. Hulse
CHARTERED ACCOUNTANT
16th August 2000
Belize City,
Belize, C.A.
Member Firm of
SUMMIT INTERNATIONAL ASSOCIATES INC, (New York)
WSF Corporation and Subsidiaries
CONSOLIDATED BALANCE SHEETS
31st December 1999 and 1998
Notes 1999 1998
Assets
Currents Assets
Cash $2,822 $ 4,792
Accounts receivable-trade 70,000 38,062
Accounts receivable-related party 374,445 290,946
Prepayments 156,800 10,000
Interest receivable 166,004 82,436
Inventory --- 59,139
------------ ------------
Total current assets 770,071 485,375
------------ ------------
Advances receivable-
Officers --- 9,813
Others --- 22,340
------------ ------------
--- 32,153
------------ ------------
Note receivable 100,000 100,000
------------ ------------
Property, plant and equipment 3
Land --- 1,042,960
Buildings --- 313,123
Furniture fixtures and equipment 32,769 578,317
Vehicle 11,600 16,600
------------ ------------
44,369 1,951,000
Less: accumulated depreciation (20,055) (126,442)
------------ ------------
Property, plant and equipment-net 24,314 1,824,558
------------ ------------
Other Assets --- ---
Deferred expenditures 5 1,707,975 475,213
Forest Resource 4 134,500,000 134,500,000
Organization Cost 24,567 226,989
Less: accumulated amortization (7,370) (4,913)
------------ ------------
17,197 222,076
Sinking Funds 6 1,210,938 1,210,938
Investment 12,631 12,631
------------ ------------
$138,343,126 $138,862,944
============ ============
The notes on pages 16-21 form an integral part of these financial statements.
WSF Corporation and Subsidiaries
CONSOLIDATED BALANCE SHEETS (continued)
31st December 1999 and 1998
Notes 1999 1998
Liabilities and Shareholders' Equity
Current Liabilities
Short-term debt $42,505 $41,037
Convertible promissory notes payable 7 1,726,961 1,411,808
Accounts payable-trade 349,740 625,973
Accounts payable-officer 222,369 17,985
Accounts payable-others --- 174,593
Payroll taxes 8 --- 5,434
----------- ------------
2,341,575 2,276,830
----------- ------------
Accrued liabilities
Interest payable-officers 108,026 134,560
Interest payable 587,331 323,296
Insurance payable --- ---
Net payroll payable --- 9,786
----------- ------------
695,357 467,642
----------- ------------
Other current liabilities
Litigation settlement 9 --- 20,000
----------- -----------
Total current liabilities 3,036,932 2,764,472
Note Payable-St. Paul's --- 450,000
Notes Payable-Officers 11 903,904 814,286
Reserve 10 810,292 660,292
Notes Payable 4,12 9,618,825 9,963,825
----------- ------------
Total liabilities 14,369,953 14,652,875
----------- ------------
Deferred Revenue 4 63,925,000 65,125,000
Long-Term Debts 13 1,275,000 1,275,000
Shareholders' Equity
Common stock-authorized, 100,000,000 14
shares of $.01 par value; issued
and outstanding 35,473,248 shares
in 1999 and 19,920,788 shares in 1998 354,732 199,207
Common stock-subscribed, 14,721,803 shares
of $.01 par value in 1998, 1,127,103 in 1999 11,271 147,218
Additional paid-in capital 57,349,774 18,058,388
Additional paid-in capital-subscribed 165,074 39,249,776
Retained earnings 15,16 892,322 155,480
----------- ------------
58,773,173 57,810,069
----------- ------------
$138,343,126 138,862,944
============ ============
The notes on pages 16-21 form an integral part of these financial statements.
WSF Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
Years ended 31st December 1999 and 1998
Notes 1999 1998
Revenue
SCC Initiation Income $ --- $9,440
Investment income 529,120 36,320
Operations-gross profit 18 1,068,520 2,232,636
Interest income 157,319 50,292
Other income 19 456,277 208,011
---------- -----------
2,211,236 2,536,699
----------- -----------
Expenses
Operating expenses 1,125,675 2,164,722
Interest expenses 339,895 325,332
Depreciation/amortization 8,824 121,493
----------- -----------
1,474,394 2,611,547
----------- -----------
Income/(Loss) from continuing operation 736,842 (74,848)
=========== ===========
Net income/(loss) per share-continuing operation $.0020 ($.0038)
======= =======
The notes on pages 16-21 form an integral part of these financial statements.
WSF Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended 31st December 1999 and 1998
1999 1998
Cash flows from operating activities:
Net (loss)/income from operations $736,842 ($74,848)
Items not affecting working capital
depreciation/amortization 8,824 121,493
non-cash expenditures (717,636) (1,518,437)
---------- ----------
28,030 (1,471,792)
Changes in assets and liabilities:
Increase(decrease)in accounts payable-trade --- 383,857
-officers --- 15,243
(Decrease) increase in payroll taxes --- (4,220)
Increase in interest payable-officers --- 57,497
Increase in interest payable --- 202,559
(Decrease) increase in insurance payable --- (1,264)
Increase in net payroll payable --- 7,030
(Increase) in accounts receivable-trade --- (13,375)
-related party --- (228,366)
(Increase) in advances receivable-others --- (14,385)
(Increase) in inventory --- (59,139)
(Increase) in interest receivable --- (70,022)
---------- ----------
Net cash (used in)/provided by operating
activities 28,030 (1,196,377)
---------- ----------
Cash flows from investing activities:
Purchase of property plant and equipment --- (1,027,468)
Disposal of property plant and equipment --- ---
Decrease to other assets --- 20,000
(Decrease) addition to deferred expenditures --- 1,309,817
Decrease (increase) in deposits --- 202,055
Organization cost --- (198,965)
Litigation settlement --- ---
---------- ----------
Net cash provided by (used in) investing activities --- 305,439
---------- ----------
Cash flows from financing activities:
Increase (repayment) of short-term debt --- 41,037
Increase in notes payable-officers --- 262,468
Increase (decrease)in reserve --- 62,792
Proceeds from long-term debts --- 425,000
Proceeds from notes payable (30,000) 450,000
Proceeds used to establish sinking funds --- (406,250)
--------- ---------
Net cash provided by financial activities (30,000) 835,047
--------- ---------
Net increase in cash (1,970) (55,891)
Cash at beginning of year 4,792 60,683
---------- -----------
Cash at the end of the year $2,822 $4,792
========== ===========
The notes on pages 16-21 form an integral part of these financial statements.
WSF Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
Years ended 31st December 1999 and 1998
Summary of Non Cash Transactions
Debit Credit
1999
Accounts payable-trade 276,233
-others 174,593
Payroll taxes 5,434
Interest payable officer 26,534
Net payroll payable 9,786
Accounts receivable-trade 31,938
-related party 83,499
Prepayments 156,800
Interest receivable 83,568
Note payable-St. Paul 450,000
Note payable 315,000
Deferred revenue 1,200,000
Deferred expenditure 1,232,762
Litigation settlement 20,000
Common stock subscribed 135,947
Additional paid in capital-subscribed 39,084,702
Inventory 59,139
Convertible promissory notes 315,153
Due director-payable 34,583
Accounts payable-officer 169,801
Interest payable 264,035
Advance receivable-other 42,153
Disposal of property, plant, equipment 1,793,877
Organization costs 202,422
Short term debt 1,468
Note payable officer 89,618
Reserves 150,000
Common Stock 155,525
Additional paid in capital 39,291,386
Expenditures 717,636
1998
Convertible promissory notes $263,192
Notes payable 42,000,000
Deferred revenue 2,125,000
Common Stock $40,406
Common stock subscribed 127,563
Additional paid- in capital 4,310,211
Additional paid-in capital subscribed 38,391,575
Expenditures 1,518,437
The notes on pages 16-21 form an integral part of these financial statements.
WSF Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
Years ended 31st December 1999 and 1998
Supplemental disclosure information:
1999
The company issued 34,750 shares valued at $15,773.00 to satisfy accounts
payable.
The company issued 14,959,821 shares valued at $42,335,842.00 in partial
conversion of notes payable.
The company issued 2,222 shares valued at 1,000.00 to convert interest
payable.
The company issued 483,500 shares valued at $83,575.00 as compensation to
employees, officers and directors.
The company issued 72,217 shares valued at $722.17 as an adjustment to the
transfer agent's capitalization report.
1998
The Company issued 970,000 shares valued at $363,750 as compensation to
officers and directors.
The Company issued 1,895,862 shares valued at $697,369 as issuance of shares
via note conversions.
The Company issued 237,490 shares valued at $104,681 in connection with EB-5
financing transaction.
The Company issued 11,647 shares valued at $4076.45 as stock in lieu of
payable.
The Company issued 1,000,000 shares valued at $3,000,000 as portion of
Compradore Note Conversion.
The Company issued 300,000 shares valued at $60,000.00 in connection with
Jackson settlement.
The Company retired its 500,000 stock bonus plan valued at $5,000.00
The notes on pages 16-21 form an integral part of these financial statements.
<TABLE>
WSF Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Years Ended 31st December 1999 and 1998
<CAPTION>
Retained Other
Common stock Additional Earnings
Stockholders
Number paid-in (Accumulated equity
of shares Amount capital deficit) accounts
-------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at 1st January 1998 15,880,039 $158,801 $13,748,177 $230,328 $ ---
Shares issued as compensation to
officers/directors 970,000 9,700 354,050
Shares issued for note conversion 1,895,862 18,959 678,410
Shares issued for EB-5 financing 237,450 2,375 102,306
Shares issued for stock in lieu of
payable 11,647 116 3,960
Shares issued for Compracore Note
conversion 1,000,000 10,000 2,990,000
Shares issued for Jackson settlement 300,000 3,000 57,000
Shares issued for accounts payable 125,740 1,257 124,483
Stock bonus retired (500,000) (5,000)
Net loss from operations (74,848)
-------------------------------------------------------------
Balance at 1st January 1999 19,920,738 199,208 18,058,386 155,480 $ ---
Shares issued for accounts payable 34,750 347 15,426
Shares issued for notes payable 14,959,821 149,598 42,186,244
Shares issued for interest payable 2,222 22 978
Shares issued as compensation and
Bonuses to officers/directors/
Employees 483,500 4,835 78,740
Shares to reconcile with transfer
Agent capitalization report 72,217 722
Net income from operations 736,842
===========================================================
Balance at 31st December 1999 35,473,248 354,732 60,339,774 892,682
</TABLE>
The notes on pages 16-21 form an integral part of these financial statements.
WSF Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended 31st December 1999 and 1998
1. STATUS
The Company was incorporated under the laws of the State of Delaware in 1987.
The Company invested in a California-based national bank and developed a
franchise system whereby member banks were supported by various financial
products and services.
Unable to achieve profitability the Company discontinued its franchise
efforts. During 1991, 1992, 1993, and 1994, the Company focused on finding a
new business direction that would provide the basis for building a growth and
added value group of operations. In 1995, under the guidance of a new Board
of Directors, the Company began actively promoting its property interest in
a 31,000-acre piece of prime Belizean real estate.
As a result of the pursuit of the equity and later a shareholder interest in
the property in Belize, through its subsidiaries and affiliates the Company
is engaged in the development of a master plan for a mixed-use destination
residential and resort development, a Belizean mahogany and hardwood timber
and wood processing operation, the development and sales of residential lots,
condominiums, a members club, a world-class destination resort, and a variety
of other related ventures.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
2. PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include only the accounts of WSF
Corporation (the Company) and its wholly owned subsidiaries WSF
Trust Corporation of Belize Limited, Mayan Resorts Limited, Mayan Plantation
Hardwoods Limited, Wall Street Internet Corp, it's majority interest in Mile
13 1/2 Corporation and a minority interest in Compradore Limited. Belize
Transportation Agencies Limited was disposed of on 1st January 1998.
All significant intercompany accounts and transactions have been eliminated
in consolidation. With the exception of Mayan Resorts Limited and the Trust
Corporation, the Company's subsidiaries were inactive.
3. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are recorded at cost. Renewals and major
improvements are capitalized; minor replacements, repairs and maintenance are
expended when incurred.
Depreciation is calculated on the historical cost using the straight-line
method based on estimated useful lives. The following are the depreciation
rates:
Buildings 3%
Furniture, fixtures and equipment 20%
Vehicle 20%
4. RELATED PARTIES TRANSACTIONS
The Company owns 23.62% of Compradore Limited, a Hawaii Corporation which in
turn owns 31,423.45 acres of fee simple property in Belize, Central America.
Forest resource on the land is estimated at $134,500,000. (continued)
page 16
WSF Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended 31st December 1999 and 1998
The Company owns 100% of WSF Trust Corporation of Belize Limited. WSF Trust
was appointed by Compradore Limited as the sole Trustee and Asset Manager of
the assets (land) of Compradore for a fee of 50% of the gross proceeds
derived from the projects. WSF Trust recorded a note receivable from
Compradore Limited and deferred income of $67,250,000. In 1999 that balance
of deferred income is $63,925,000.
WSFC entered into a timber purchase and sale agreement with Compradore
Limited through the Asset Manager WSF Trust. WSFC recorded forest resource -
asset and a note payable to Compradore for $134,500,000. In turn, Compradore
Limited has recognized WSFC earned portion of the remaining gross proceeds of
the forest reserve being 23.62% of $67,250,000 and as such executed a
promissory note which WSFC has recorded as note receivable and income earned
of $15,891,175. In 1998 $42,000,000 of the Note Payable due to Compradore
Limited was converted into shares of WSF.
5. DEFERRED EXPENDITURES
These represent capitalized costs relating to pre-operation expenses for the
Company's Belize subsidiaries, primarily Mayan Resorts Limited and Mayan
Plantation Hardwoods, and Mile 13 1/2 Limited as well as fixed assets that
were temporarily transferred to deferred expenditures until legal settlements
are reached regarding Mayan Plantation Hardwoods, Mile 13 1/2 Limited and
Mayan Resorts Limited.
6. 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 14).
7. CONVERTIBLE PROMISSORY NOTES PAYABLE
1999 1998
Convertible promissory notes payable consist
of the following:
Benjamin Ynson / Phesco - principal $100,000 100,000
Unsecured: 12.75% note issued 31/10/90.
Due date 31/10/93. The Company has obtained
oral extension for this note.
Richard Hinkle - principal 50,000 50,000
Unsecured: 10% note issued 02/04/98
Due date 30/06/98. There are no conversion features
(continued on following page)
page 17
WSF Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended 31st December 1999 and 1998
(continued from previous page)
Antoine Y. Gedeon - principal $34,808 36,808
Unsecured: 10% note issued 31/08/98
Conversion of monies through WSF Accounts Payable
James Schuler - principal 1,100,000 1,100,000
Original amount of loan: $2,000,000;
10% note issued 28/6/96. Secured: 10% of
gross timber revenues. Due date: 31/12/96.
The balance shown on this note is the remainder of
A $2,000,000 note made by Mr. Schuler and guaranteed
by a security interest in real estate in Hawaii.
Mr. Schuler received and subsequently sold that
Security interest. WSF is seeking a reduction
in the remaining balance due to Schuler
NISSIM TSE - principal 125,000 125,000
Unsecured: 8% note issued 8/11/96. Due date:
31/12/96. The Company has obtained oral
extension for this note.
ARTER AND HADDEN - principal 242,153 ---
Original amount of loan: $242,153.00
7% note issued 09/08/99. Due date: 12/31/99.
MERICA - principal 58,000 ---
Original amount of loan $58,000.00
Unsecured: 10% note issued 6/12/95.
Due Date: 9/30/97. The Company has obtained
Oral extension for this note.
MASAHIRO TSUCHIYA - principal 16,000 ---
Original amount of loan $16,000.00
Unsecured: 10% note. The Company has obtained
Oral extension for this note.
ROY and LAVERN ADANIYA - principal 1,000 ---
Original amount of note $1,000.00
Unsecured: 10% note issued 08/23/95
Date due: 09/30/97. The Company has obtained
Oral extension for this note.
---------- ----------
$1,726,961 1,411,808
========== ==========
8. PAYROLL TAXES
Effective 1st January 1993, the Company adopted the requirements of Statement
of Financial Accounting Standards No. 109, "Accounting For Income Taxes"
(SFAS 109) which requires a change from the deferred method to the asset and
liability method of accounting for income taxes.
Page 18
WSF Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended 31st December 1999 and 1998
9. LITIGATION
The Company is a party to several claims and legal actions. In the opinion
of management, the ultimate disposition of these matters will not have a
material adverse effect on the Company's operations or financial condition.
10. RESERVE
Reserve represents transfers from notes payable, $450,000, and from
litigation payable, $150,000. at 31/12/96, net of 1999 disbursements related
threto.
11. NOTES PAYABLE-OFFICERS
Notes payable-officers consist of the following accounts:
1999 1998
MT/Merica $58,000
GK/GRII 285,588 189,394
MT/Sypex 16,000
Adaniya-non-officer in 1996 1,000
Gerhart W. Walch 618,316 549,892
-------- -------
$903,904 $814,286
======== =======
12. NOTES PAYABLE
Notes payable consist of the following accounts:
1999 1998
Compradore note payable $160,000 $160,000
WSFC note payable (note 4) 92,500,000 92,500,000
WSFC note receivable (note 4) (67,250,000) (67,250,000)
WSFC note receivable (note 4) (15,891,175) (15,891,175)
Sandhill Enterprises, Ltd. 100,000 445,000
----------- -----------
$9,618,825 $9,963,825
=========== ===========
13. 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 to provide for the
retirement of these debts (see note 6).
Page 19
WSF Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended 31st December 1999 and 1998
14. STOCKHOLDERS' EQUITY
On 24th November 1993, the Company's Board of Directors authorized a reverse
stock split of four (4) shares of common stock for one (1) new share of
common stock, effected for shareholders of record as of 13th December 1993.
The total outstanding shares at 31st December 1993 was reduced from
17,221,630 to 4,305,408 shares in connection with the reverse split. A total
of $129,162 was reclassified to the Company's additional paid-in capital
account from the Company's common stock account.
Of the 35,473,248 outstanding shares of Common Stock as of 31st December
1999, approximately 17,833,280 shares are restricted as to resale. These
shares may not be traded publicly or otherwise transferred except as
permitted under various exemptions contained in the Securities Exchange Act,
or upon satisfaction of the registration and prospectus delivery requirements
of the Securities Exchange Act. Of the restricted shares, one million
(1,000,000) shares are to be returned to the Company to be cancelled.
15. RETAINED EARNINGS/<ACCUMULATED DEFICITS>
1999 1998
Balance at the beginning of the year $155,480 $230,328
Profit for the year 736,842 (74,848)
-------- --------
$892,322 $155,480
======== ========
16. INCOME TAX
As of 31st December 1999, the Company has accumulated net earnings of
approximately $892,322. The Company is preparing its federal income tax
returns for filing from 1990 through 1999. The Company's income tax returns
which are not closed for examination by statutes have not been examined by
the taxing authorities. No provision for corporate income taxes payable are
reflected in these statements.
17. NET PROFIT PER SHARE
Net profit (loss) per share is based on weighted average number of shares
outstanding of 32,794,653 for 1999 and 17,803,287 for 1998.
18. GROSS PROFIT FROM OPERATIONS
1999 1998
From revenue- $1,068,520 $2,233,750
Direct expenses --- (1,114)
---------- ----------
$1,068,500 $2,232,636
========== ==========
Page 20
WSF Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended 31st December 1999 and 1998
19. OTHER INCOME
1999 1998
Sale of logs --- $408,099
Other 456,277 8,839
Direct expenses --- (208,927)
-------- --------
$456,277 $208,011
======== ========
20. OTHER OBLIGATIONS
a. MMI-SALT CREEK CLUB As part of the Company's March 19, 1999, agreement
with MMI (Mayan Management International, LLC. A New York limited liability
corporation), in exchange for $1,000,000 in services, WSF has agreed to
provide MMI with a thirty (30%) percent ownership interest in the Salt Creek
Club, a Private Members Club to be built in association with the Mayan Resort
Caribbean Sea-front development. This club is not yet operational and the
minority interest not otherwise provided for in the financial statements. In
addition to the ownership interest in the Salt Creek Club, MMI is also
entitled to an additional ten (10) participation units (investor packages)
consisting of land, stock, an IBC and a membership in the private members club
at a cost of $35,000 per each participation unit.
b. IMP-WEB SERVICES As part of the Company's April 22, 1999, agreement with
IMP (Interactive Marketing Partners, Inc., a California corporation), in
exchange for the development and strategic consulting services relating to
web-services in Belize, the Company agreed to provide one million (1,000,000)
shares of WSF by means of certificate assignment and a warrant for an
additional one million (1,000,000) shares. The warrant has an expiration of
twenty-four (24) months from the date of the agreement, or 30 days prior to
any secondary public offering of WSF common stock, whichever comes first. The
one-million share certificate was issued in 1999. The warrant has not been
issued as of the date of this filing. In addition, IMP is eligible to
purchase four (4) participation units (as described in a. above).
page 21
Report of the Auditor on Supplementary Information
REPORT OF THE AUDITOR
TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF
WALL STREET FINANCIAL CORPORATION AND SUBSIDIARIES
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole of Wall Street Financial Corporation
and subsidiaries as of and for the years ended 31st December 1999 and 1998,
which is in the preceding section of this report. The supplementary
information presented hereinafter is presented for purposes of additional
analysis and is not a required part of the basic financial statements. The
information has been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, such
information is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ Mark C. Hulse
Chartered Accountant
16th August 2000
Belize City
Belize, C.A.
Member Firm of
SUMMIT INTERNATIONAL ASSOCIATES INC. (New York)
Wall Street Financial Corporation and Subsidiaries
OPERATING EXPENSES
Years Ended 31st December 1999 and 1998
1999 1998
---- ----
Direct expenses $2,855
Administrative Fee --- $1,306,418
Salaries, wages and compensation 360,950 249,715
Auto 4,110
Employee benefits 1,882 (20)
Employee parking 2,105 4,149
Rent 11,919 10,219
Utilities 8,541 15,350
Bank charges 1,060 632
Delivery and postage 2,031 3,477
Insurance 2,411 1,117
Licenses and fees --- 2,441
Office expenses 359 2,333
Office supplies 632 1,015
Printing 4,140 18,621
Repairs and maintenance 94 5,903
Donation --- 17
Supplies - other --- 1,611
Accounting 32,813 19,000
Legal 98,909 239,164
Outside services 2,387 16,123
Other professional services --- 117,780
Meals and entertainment 1,274 10,101
Travel and transportation 9,615 31,744
Advertising and promotion --- 11,850
Public relations 3,000 6,940
Dues, subscriptions and memberships 12,000 1,247
Other operating expenses 392,000 7,000
Bad debts 24,687 1,313
Taxes-other --- 109
Recruiting costs --- ---
Shareholders/investor expenses 12 13,906
Loss on currency exchange --- 680
Payroll taxes --- 1,336
Trash/refuse --- ---
Books and other research materials --- 20
Online services --- 31
Equipment rental --- 115
Investor relations --- 56,731
Plant supplies --- 1,047
SC club expense --- 1,293
Contract labor --- 84
Loss on investment 150,000 ---
---------- --------
$1,125,676 $2,164,722
========== ==========
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURES
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
A. Identification of Directors and Executive Officers. The current
directors and executive officers of the Registrant who will serve until the
next annual meeting of shareholders or until their successors are elected or
appointed and qualified, are set forth below:
(*) Gerhart W. Walch: 51, Mr. Walch is the Chairman of the Board and President
of the Company and its subsidiaries from 10/94 - Present; Mr. Walch is a
Co-Founder of the Company and has served as a director or as an officer since
its inception in 1987. He is the Chairman of the Board and President of
Compradore Limited, the Company's affiliated land holding company. Mr.
Walch has been a MIS - Dept. Manager, a Chief Financial Officer and has held
other executive positions since 1972.
Robert A. Keller.: 61, Mr. Keller is the Senior Vice President of Operations
since 4/99. Mr. Keller has significant experience in a variety of development
projects and will oversee the implementation of the Plantation Revitalization
and the implementation of a sustainable and ecologically sound Development
Plan on all properties owned or managed by the Company. He has worked as
chief engineer for a mechanical contracting firm and overseen quality control
and management of large commercial and government projects. Most recently he
was the facilities engineer for the Hawaiian Electric Company one of Hawaii's
largest corporations.
Jon A. Wilhelm.: 41, Mr. Wilhelm is the Senior Vice President and Chief
Financial Officer of the Company since 4/99. Mr. Wilhelm is a Certified Public
Accountant and has significant experience of overseeing financial operations
for international companies both in the United States and Europe and is
familiar with financial management, regulatory requirement and corporate
management. Most recently he was the controller for two hotel projects and
time-share developments in Colorado.
Gail Kitaji, Ph.D.: 53, Dr. Kitaji is the Treasurer of the Company. She
served as the Company's Principal Financial Officer and Treasurer since 5/95.
Dr. Kitaji has been Operations Planning Manager (Financial) for the Lanai
Company 9/91 - 9/93; VP-Finance and Controller of Alaska General Alarm, Inc.,
1987 - 1989.
Richard G. MacMillan, Esq.: 59, Mr. MacMillan is the Secretary of Wall
Street Financial Corporation and all its subsidiaries 1986-Present. Mr.
MacMillan is an attorney in private practice in Honolulu, Hawaii. He has been
a lecturer in the areas of real estate, securities and tax and also served as
a District Court Judge.
(*) George S. Berean: 53, Mr. Berean is a member of the Board of Directors.
He is a Senior Vice President of Wimberly Allison Tong & Goo, Architects,
Planners and Consultants. He is actively involved in the design and
management of new projects including hotels, resorts, condominiums, marinas,
golf clubhouses, retail, renovation and mixed use projects. Mr. Berean is a
licensed architect in California, Hawaii with NCARB Certifications. He has
won numerous international, national and regional awards and is a member of
the International Hotel Association and the American Institute of Architects.
(*) Ambassador Nigel Miguel: 37, Amb. Miguel is a member of the Board of
Directors. He is President of R&M Charitables and the Belize Forever
Foundation. A former college and professional basketball athlete, Mr. Miguel
is actively involved in economic, cultural and sports development programs in
Belize and was appointed Goodwill Ambassador in 1996, by the Country of
Belize.
(*) Michael Singh: 33, Mr. Singh is a member of the Board of Directors of
WSF. He is the President and Chief Operating Officer of Belize Transportation
Agencies Limited ("BTAL", previously owned by the Company), FEDEX agent for
Belize, and its subsidiary Mayan Freight Lines, Inc. since December
1995-Present. Between 1989 - 1995, Mr. Singh has held numerous positions with
Tropical Shipping Company, Ltd., and was the Country Manager, Belize.
(*) Gordon E. Rapozo: 64, Mr. Rapozo is a member of the Board of Directors
and Chairman of the Audit Committee of WSF 4/96 - Present. He is a co-founder
of WSF and has been the Treasurer, Chief Financial Officer of WSF between
1987 - 2/94. Mr. Rapozo is a Public Accountant in private practice. He
previously served as Senior Loan Officer and Treasurer of GECC Financial / GE
Capital Hawaii, a General Electric Company.
B. Significant Employees. None.
C. Family Relationships. Mr. Keller is the father of Mr. Wilhelm.
D. Other: Involvement in Certain Legal Proceedings. There have been no
events under any bankruptcy act, no criminal proceedings and no judgments or
injunctions material to the evaluation of the ability and integrity of any
director or executive officer during the past five years.
E. Compliance with Section 16(a). None.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth the aggregate cash compensation paid by the
Company for services rendered during the last three years to the Company's
Chief Executive Officer and to the Company's most highly compensated executive
officers other than the CEO whose annual salary and bonuses exceeded $100,000:
(None).
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term Compensation
-------------------------------
Annual Compensation Awards Payout
-------------------- -------------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Other
Name Annual Restricted
and Compen- Stock LTIP All Other
Principal Salary Bonus sation Award(s) Options/ Payouts Compensa-
Position Year ($) ($) ($) ($) SARs (#) ($) tion ($)
---------------------------------------------------------------------------------------
Gerhart Walch 1999 (1) 0 0 0 $15,000 0 0 0
President,CEO 1998 (2) 0 0 0 $112,500 0 0 0
Chairman 1997 0 0 0 $15,625 0 0 0
<FN>
<F1>
(1) In 1999, the Company awarded Mr. Walch 75,000 shares of common stock in
recognition of services as a Director. On the day of the grant, the closing
market price was $.20. Therefore, for purposes of the Summary Compensation
Table the dollar value of such restricted stock award was $15,000.
<F2>
(2) In 1998, the Company awarded Mr. Walch 500,000 shares at $0.20 per share
in recognition for services performed in prior years, and 50,000 shares at
$.25 per share for services rendered as an officer and director. Therefore,
for the purposes of the Summary Compensation Table the dollar value of such
restricted stock award was $112,500. The shares were issued in 1998.
</FN>
</TABLE>
No options, stock appreciation rights or long-terms incentive plan awards were
issued or granted to the Company's management during the fiscal years ending
December 31, 1999 and 1998. As of December 31, 1999, the Company's management
owned no options or stock appreciation rights. Accordingly, no tables
relating to such items have been included in this Item 10.
Compensation of Non-Employee Officers & Directors
The Company's non-employee directors are compensated $500 per board meeting
attended in addition to a 50,000 shares of common stock of the Registrant per
annum. The Company's non-employee officers receive consulting fees and 25,000
shares of the common stock of the Registrant per annum. The shares will be
issued immediately in the Director's or Officer's name, but will be held by
the Secretary of the Corporation until vesting is in full. The Company will
reimburse for reasonable and approved expenses.
Employment Agreements
Effective January 1, 1999, an employment agreement was entered into with
Gerhart W. Walch for a minimum 3 (three) year term. The Agreement provides
for a base salary of $12,000 per month with annual adjustment, 200,000 shares
of common stock and a performance based incentive bonus compensation package,
consisting of cash and stock bonuses, subject to the recommendation of the
Compensation Committee of the Board of Directors. On May 18, 2000, the
engagement was amended and extended by mutual agreement to January 1, 2003 to
allow the implementation of the Strategic Plan. The amended agreement provided
for a minimum base salary of $16,666 per month with annual adjustments and
other incentives. The cash portion of the compensation was deferred by G.W.
Walch.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
(a) Security Ownership of Certain Beneficial Owners. The following table
sets forth information regarding shares of the Company's common stock
beneficially owned as of December 31, 1999, by: (1) each officer and director
of the Company;
(ii) all officers and directors as a group; and (iii) each person known by the
Company to beneficially own 5 percent or more of the outstanding shares of the
Company's common stock.
Number of
Shares
Name Owned (1) Percent
Gerhart Walch (1)(2)(3) 5,035,729 14.20%
4057 Black Point Road
Honolulu, HI 96816
Gordon E. Rapozo (1) 539,258 1.52%
187 Nawiliwili Street
Honolulu, HI 96825
Dr. Gail Kitaji, Ph. D. (1) 313,000 .90%
1325 Wilder Avenue, 21 Makai
Honolulu, HI 96822
Richard MacMillan, Esq. (1) 321,750 .90%
7016 Kamilo Street
Honolulu, HI 96820
Michael Singh (1) 180,000 .50%
South Street
Belize City, Belize, C.A.
Nigel Miguel (1) 75,000 .20%
12531 Chanute Street
Pacoima, CA 91331
All Officers and Directors 6,464,737 18.20%
as a Group (7 persons)
Total Shares Issued and 35,473,248 100.00%
Outstanding
(1) These individuals are the officers and/or directors of the Company.
(2) Mr. Walch is the CEO and director of the Company.
(3) As the Chairman of Compradore Limited, Mr. Walch votes on behalf of
Compradore Limited's 6,723,000 shares (see below).
iii. each person known by the Company to beneficially own 5 percent or more of
the outstanding shares of the Company's common stock.
Compradore Limited 6,723,000 18.95%
(b) Security Ownership of Management. See Item 12(a) above.
(c) Changes in Control. No changes in control of the Registrant are
contemplated.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY
TRANSACTIONS
In 1999, the Company issued a total of 308,500 shares to officers, directors,
employees and others in lieu of, or in addition to, cash compensation. These
shares were issued to the following:
Number Year
Name of Shares Issued
Antoine Y. Gedeon 33,500 1999
Gail Kitaji, Ph.D. 25,000 1999
Richard G. MacMillan, Esq. 25,000 1999
Gordon Rapozo 25,000 1999
Michael Singh 50,000 1999
Nigel Miguel 25,000 1999
Gerhart W. Walch & Nancy Atmospera-Walch
Trust 75,000 1999
Roy Adaniya 50,000 1999
Parents of Company
The only parents of the Company, as defined in Rule 12b-2 of the Exchange Act,
are the officers and directors of the Company. For information regarding the
share holdings of the Company's officers and directors, see Item 12.
ITEM 14. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. No Exhibits are filed with this Report.
(b) Reports on Form 8-K
March 4, 1999 Other Events
March 24, 1999 Acquisition / Disposition of Assets and Other Events
April 17, 2000 Other Events
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
WALL STREET FINANCIAL CORPORATION
By /s/ Gerhart W. Walch August 16, 2000
Gerhart W. Walch
President
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.
Signature Title Date
/s/ Gerhart W. Walch President August 16, 2000
and Director
/s/ George S. Berean Director August 16, 2000
/s/ Nigel Miguel Director August 16, 2000
/s/ Gordon E. Rapozo Director August 16, 2000
Chairman Audit Committee
and Chairman Compensation
Committee
/s/ Michael Singh Director August 16, 2000
[ARTICLE] 5
[MULTIPLIER] 1
<TABLE>
<S> <C>
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] DEC-31-1999
[PERIOD-END] DEC-31-1999
[CASH] 2822
[SECURITIES] 0
[RECEIVABLES] 444445
[ALLOWANCES] 0
[INVENTORY] 0
[CURRENT-ASSETS] 770072
[PP&E] 44369
[DEPRECIATION] (20055)
[TOTAL-ASSETS] 138613126
[CURRENT-LIABILITIES] 3002348
[BONDS] 0
[COMMON] 345732
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[OTHER-SE] 0
[TOTAL-LIABILITY-AND-EQUITY] 138613126
[SALES] 0
[TOTAL-REVENUES] 2211236
[CGS] 0
[TOTAL-COSTS] 1134500
[OTHER-EXPENSES] 0
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 339895
[INCOME-PRETAX] 736842
[INCOME-TAX] 0
[INCOME-CONTINUING] 736842
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] 736842
[EPS-BASIC] .0020
[EPS-DILUTED] .0020
</TABLE>
