WALL STREET CAPITAL, INC.
AMENDED/INFORMATION STATEMENT
For Broker-Dealer Due Diligence
Pursuant to Rule 15c-211
under the Securities Exchange Act of 1934
May 31, 2005
otcstockinfo.com
(Wall Street Capital, Inc.)
(Exact name of issuer as specified in its charter)
An Arizona Corporation
2415 E. Camelback Road
Suite 700
Phoenix, AZ 85016
(Address of Principal Executive Office)
The number of shares outstanding of each of the Registrant’s classes of common equity, as of
the date of this Information Statement, are as follows:
Common Stock, $.001 par value, 80,000,000
(Class of Securities Quoted) (Number of Shares Outstanding)
93265W104 WLSC
(CUSIP Number) (Trading Symbol)
CURRENT INFORMATION REGARDING
Wall Street Capital, Inc.
(Formerly Wall Street Securities, Inc.)
An Arizona Corporation
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Wall Street Capital, Inc.
Information and Disclosure Statement
May 31, 2005
All information furnished herein has been prepared from the books and records of Wall Street Capital, Inc., in
accordance with rule 15c2-11 (a) (5) promulgated under the Securities and Exchange Act of 1934, as amended,
and is intended as information to be used by broker-dealers.
No dealer, salesman or any other person has been authorized to give any information or to make any
representations not contained herein in connection with Wall Street Capital, Inc. Any representations not
contained herein must not be relied upon as having been made or authorized by Wall Street Capital, Inc.
Delivery of this information and disclosure statement does not imply that the information contained herein is
correct as of any time subsequent to the date first written above.
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Item (i): The exact name of the issuer and its predecessor (if any).
The exact name of the issuer is Wall Street Capital, Inc. (“WSSE”) (the “Company” or “issuer” or “Wall
Street”). The issuer was organized under the laws of the State of Arizona and qualified to do business in
Arizona under the name Wall Street Capital, Inc.
Item (ii): Address of principal executive offices.
The issuer maintains its principal executive offices at:
Wall Street Capital, Inc.
2415 E. Camelback Road
Suite 700
Phoenix, Arizona 85016 USA
602-912-5870
602-926-8956 Fax
Item (iii): The state of incorporation, if it is a corporation.
Wall Street was incorporated in the State of Arizona on July 21, 2004.
Item (iv): The exact title and class of the security to be quoted.
Common
Item (v): The par or stated value of the security.
The par value of the issuer’s common stock is $.001 per share.
Item (vi): The number of shares or total amount of the securities outstanding as of the end of the
issuer’s most recent fiscal year.
A.
1. Common Stock – 100,000,000 shares authorized par value $.001 per share -
2. Shares Issued and Outstanding – 80,000,000 common shares as of March 31, 2005.
3. Freely tradable (public float) 10,000,000 common shares
4. The shares are held by a total of 874 beneficial shareholders.
B.
Offerings:
Offering Registration Shares Price Trading Status
Not Applicable
Item (vii): The name and address of the transfer agent.
The transfer agent for the shares of common stock of the Company is
Holladay Transfer Agent
2939 N. 67
th
Place
Scottsdale, AZ 85251
USA
480-481-3940
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480-481-3941 Fax
Hstransfer1@qwest.net
The transfer agent is registered under the Securities Exchange Act of 1934. The transfer agent’s
regulatory authority is the Securities and Exchange Commission.
Item (viii): The nature of the issuer’s business.
A. Business Development
The issuer was organized under the laws of the State of Arizona under the name Wall Street Capital, Inc.
(“WSSE”) (a development state enterprise) on July 21, 2004. The Company was formed in Arizona in
2004. Wall Street is a development stage holding/ investment company with minimal operations
seeking business opportunities.
1. The form of organization of the issuer (e.g., corporation, partnership, limited liability company,
etc.);
Arizona Corporation
2. The year that the issuer (or any predecessor) was organized;
2004
3. The issuers’ fiscal year end date;
December 31
4. Whether the issuer (and/or any predecessor) has been in bankruptcy, receivership or any
similar proceeding;
The issuer has never been in bankruptcy, receivership or any similar proceeding.
5. Any material reclassification, merger, consolidation, or purchase or sale of a significant amount
of assets not in the ordinary course of business;
Wall Street is primarily a development stage enterprise holding company with minimal operations
seeking business opportunities. Recently, Wall Street is seeking new business operations.
6. Any default of the terms of any note, loan, lease, or other indebtedness or financing
arrangement requiring the issuer to make payments;
The Company has not defaulted on any note, loan, lease, or other indebtedness or financing arrangement
requiring the issuer to make payments.
7. Any change of control;
Not Applicable
8. Any increase in 10% or more of the same class of outstanding equity securities;
There has been no change
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9. Describe any past, pending or anticipated stock split, stock dividend, recapitalization, merger,
acquisition, spin-off, or reorganization;
Wall Street Capital, Inc. (WSSE.PK) in December 2004 was spun off from Mellon.
10. Any delisting of the issuer’s securities by any securities exchange or NASDAQ; and
The Company has never been delisted by any securities exchanges or NASDAQ.
11. Any current, past, pending or threatened legal proceedings or administrative actions either by
or against the issuer that could have a material effect on the issuer’s business, financial condition,
or operations. State the names of the principal parties, the nature and current status of the
matters, and the amounts involved.
The Company doesn’t have any current, past, pending or threatened legal proceeding or administrative
actions.
B. Business of Issuer
1. The issuer’s primary and secondary SIC Codes;
Primary SIC code: Unknown
Secondary SIC code is not applicable.
2. If the issuer has never conducted operations is in the development stage or is currently
conducting operations;
The Company is a development stage investment corporation currently seeking business opportunities.
3. State the names of any parent, subsidiary, or affiliate of the issuer, and describe its business
purpose, its method of operation, its ownership, and whether it is included in the financial
statements attached to this disclosure document;
Mellon Research Inc. was the parent during the year 2004 of Wall Street Capital, Inc. Whereas Wall
Street was the subsidiary of Mellon until December 15, 2004 in which the subsidiary was spun off.
4. The effect of existing or probable governmental regulations on the business;
Management does not foresee any governmental regulations that would affect the Company’s business.
5. An estimate of the amount spent during each of the last two fiscal years on research and
development activities, and, if applicable, the extent to which the cost of such activities are borne
directly by customers;
Please see the Company’s financials for details on research and development costs.
6. Costs and effects of compliance with environmental laws (federal, state and local); and
At this time management does not foresee any costs and effects of compliance with environmental laws,
federal, state or local.
7. Number of total employees and number of full time employees.
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Currently Wall Street has no employees.
C. Investment Policy
Investments by the Company are and will be by the way of acquisitions, in part or in whole of viable
companies that have the potential for income growth.
1. Investments in real estate or interests in real estate. Indicate the types of real estate in which the
issuer may invest, and describe the method (or proposed method) of operating and financing these
properties. Indicate any limitations on the number or amount of mortgages that may be placed on
any one piece of property.
The Company has not made any investments in real estate or interests in real estate.
2. Investments in real estate mortgages. Indicate the types of mortgages and the types of properties
subject to mortgages in which the issuer plans to invest. Describe each type of mortgage activity in
which the issuer intends to engage, such as originating, servicing and warehousing, and the
portfolio turnover rate.
The Company has not made any investments in real estate mortgages.
3. Securities of or interests in persons primarily engaged in real estate activities. Indicate the types of
securities in which the issuer may invest, and indicate the primary activities of persons in which
the issuer may invest and the investment policies of such persons.
The Company has not invested in Securities of/or interests in persons primarily engaged in real estate
activities.
Item (ix): The nature of the issuer’s business.
1. Principal products or services; and their markets;
The Company is a development stage investment corporation currently seeking business opportunities.
2. Distribution methods of the products or services;
Not Applicable.
3. Status of any publicly announced new product or service;
Not Applicable.
4. Competitive business conditions, the issuer’s competitive position in the industry, and methods
of competition;
The Company is a holding company and offers neither services nor products. Wall Street has published
a business plan that if implemented would offers products and services.
5. Sources and availability of raw materials and the names of principal suppliers;
The Company is not dependant on any one supplier or customer. The issuer does not yet deal in raw
materials.
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6. Dependence on one or a few major customers;
Not Applicable.
7. Patents, trademarks, licenses, franchises, concessions, royalty agreements or labor contracts,
including their duration; and
Not Applicable.
8. The need for any government approval of principal products or services. Discuss the status of
any requested government approvals.
Not Applicable.
Item (x): The nature and extent of the issuer’s facilities.
Our executive offices are located at
2415 E. Camelback Road
Suite 700
Phoenix, AZ 85016
Item (xi): The name of the chief executive officer, members of the board of directors, as well as
counsel, accountant and public relations consultant.
a. Executive Officers:
None
b. Director:
Chief Executive Officer
Jerry Curry
2415 E. Camelback Road
Suite 700
Phoenix, AZ 85016
Jerry Curry has experience in the internet payment field.
C. General Partners:
Not Applicable
d. Promoters:
None
e. Control Persons:
Trojan Trust
Wall Street Capital, Inc.
2415 E. Camelback Road
Suite 700
Phoenix, AZ 85016
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f. Counsel:
The Company has hired Charles C. Weller to handle matters related to corporate issues. The company
is seeking SEC counsel to assure timely filed SEC filings.
g. Accountant or Auditor:
The company is entering into a pre-engagement due diligence agreement with an independent auditing
firm duly registered with the Public Company Accounting Oversight Board, progressing toward
engagement of that firm to perform our audit.
h. Public Relations Consultant (s)
None
I. Any other advisor (s) that assisted, advised, prepared or provided information with respect to
this disclosure documentation.
None
None of the above Officers or Directors has in the last 5 years been:
1. Convicted of any criminal proceedings either named or as a defendant. (Other than traffic violations)
2. Has not had an order, judgment, or decree, not subsequently reversed, suspended or vacated, by a
court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or
otherwise limited such person’s involvement in any type of business, securities, commodities or banking
activities.
3. Has not had a finding or judgment by a court of competent jurisdiction (in a civil action), the SEC, the
CFTC, or a state securities regulator of a violation of federal or state securities or commodities law,
which finding or judgment has not been reversed, suspended, or vacated.
4. Has not had an entry of an order by a self-regulatory organization that permanently or temporarily
barred, suspended or otherwise limited such person’s involvement in any type of business or securities
activities.
Certain Relationships
There are no relationships existing among and between the issuer’s officers, directors and shareholders.
There are affiliations among and between the shareholders and the issuer, its predecessors, its present
and prior officers and directors, and other shareholders.
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth as of December 31, 2004 certain information regarding the ownership of
our common stock by (I) each person known by us to be the beneficial owner of more than 5% of the
outstanding shares of common stock, (ii) each of our directors, (iii) each of our executive officers, and
(iv) all of our executive officers and directors as a group.
Number of Shares Beneficially Owned % Beneficially Owned
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DIRECTORS & OFFICERS:
Trojan Trust 8,000,000 shares 10%
5% HOLDERS:
None
All of the above shares (Beneficial Ownership of 5% or more) are subject to SEC rule shares.
Forward-Looking Statements
This Information Statement contains forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forwardlooking
statements are based largely on Mellon Research’s expectations or forecasts of future events,
can be affected by inaccurate assumptions and are subject to various business risks and known and
unknown uncertainties, a number of which are beyond the Company’s control. Therefore, actual results
could differ materially from the forward-looking statements contained herein. A wide variety of factors
could cause or contribute to such differences and could adversely impact revenues, margins,
profitability, cash flows and capital needs.
(xii): The issuer’s most recent balance sheet and profit and loss and retained earnings statements.
See Unaudited Financial Statements included herewith.
Item (xiii): Similar financial information for such part of the 2 preceding fiscal years as the issuer
or its predecessor has been in existence.
See Unaudited Financial Statements included herewith.
Item (xvi): Whether any quotation is being submitted or published directly or indirectly on behalf
of the issuer, or any director, officer or any person, directly or indirectly the beneficial owner of
more than 10 percent of the outstanding units or shares of any equity security of the issuer, or at
the request of any promoter for the issuer, and, if so, the name of such person, and the basis for
any exception under the federal securities laws for any sales of such securities on behalf of such
person.
To the best knowledge of the issuer, there is no quotation being submitted or published directly or
indirectly on behalf of the issuer, or any director, officer or any person, directly or indirectly the
beneficial owner of more than 10 percent of the outstanding units or shares of any equity security of the
issuer, or at the request of any promoter for the issuer.
Item (xvii): Details of securities offerings by the issuer during the past two years.
The company has issued stock under Regulation D 504 to all existing shareholders of Mellon Research
Inc. on the effective date of November 24, 2004 which included 998 shareholders.
Not Applicable
I, Jerry Curry herby declare that the above 15c211 informational statement is both adequate and true.
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___s/s_______________
Jerry Curry
May 31, 2005
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WALL STREET CAPITAL, INC.
INFORMATION STATEMENT
FOR THE THREE MONTHS ENDED MARCH 31, 2005
(DEVELOPMENT STAGE ENTERPRISE)
TABLE OF CONTENTS
PART XII AND XIII
UNAUDITED FINANCIAL INFORMATION PAGE
Item xii and xiii: Financial Statements
Balance Sheets
as of March 31, 2005..................................................................................................12
Statements of Operations
for the Three Months Ended March 31, 2005 ........................................... …………13
Statements of Cash Flows
for the Three Months Ended March 31, 2005 ........................................... …………14
Statements of Stockholders’ Equity
as of March 31, 2005................................................................................. …………15
Notes to the Financial Statements .................................................................................... 16-17
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ITEM XII AND XIII – FINANCIAL INFORMATION
WALL STREET CAPITAL, INC.
UNAUDITED
BALANCE SHEETS
AS OF MARCH 31, 2005
(Development Stage Enterprise)
ASSETS
March 31,
2005
CURRENT ASSETS:
Cash and Cash Equivalents $128,768
TOTAL CURRENT ASSETS 128,768
PROPERTY AND EQUIPMENT:
Fixed Assets 3,000
TOTAL PROPERTY AND EQUIPMENT 3,000
OTHER ASSETS:
TOTAL OTHER ASSETS 25,000
TOTAL ASSETS 156,768
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Short-Term Notes Payable 192,721
TOTAL CURRENT LIABILITIES 192,721
LONG-TERM LIABILITIES:
TOTAL LONG-TERM LIABILITIES -0-
TOTAL LIABILITIES 192,721
STOCKHOLDER’ EQUITY:
Common Stock $.001 par value, 100,000,000 shares 80,000
80,000,000 issued and outstanding
For March 31, 2005.
Additional Paid In Capital 4,992
Treasury Stock -0-
Accumulated Deficit (120,945)
TOTAL STOCKHOLDERS' EQUITY (35,953)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 156,768
See the accompanying notes to these unaudited financial statements
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WALL STREET CAPITAL, INC.
UNAUDITED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2005
(Development Stage Enterprise)
Three Months
Ended
March 31, 2005
INCOME
Revenue $ -0-
SELLING EXPENSES 8,103
GENERAL AND ADMINISTRATIVE 32,842
DEPRECIATION AND AMORTIZATION -0-
TOTAL EXPENSES 40,945
EARNINGS (LOSS) FROM OPERATIONS (40,945)
OTHER INCOME (EXPENSE)
Other Income -0-
TOTAL OTHER INCOME (EXPENSE) ( -0-)
Net Income (Loss) Before Income Taxes (40,945)
Provisions for Income Taxes 0
NET INCOME (LOSS) $( 40,945)
EARNINGS (LOSS) PER SHARE:
Basic Earnings (Loss) Per Share $( 0.00)
WEIGHTED AVERAGE NUMBER OF COMMON , 80,000,000
SHARES OUTSTANDING
Diluted Earnings (Loss) Per Share $( 0.00)
WEIGHTED AVERAGE NUMBER OF COMMON 80,000,000
AND COMMON SHARE EQUIVALENTS OUTSTANDING
See the accompanying notes to these unaudited financial statements
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WALL STREET CAPITAL, INC.
UNAUDITED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2005
(Development Stage Enterprise)
Three Months
Ended
March 31, 2005
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $(40,945)
Adjustments to reconcile net income to net cash used by
operating activities.
(Increase) decrease in assets
Increase (decrease) in liabilities
NET CASH PROVIDED (USED) IN
OPERATING ACTIVITIES (40,945)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Customer List (25,000)
Purchase of Furniture & Fixtures (3,000)
NET CASH USED BY INVESTING
ACTIVITIES (28,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Loans from Affiliate 192,721
NET CASH PROVIDED (USED) BY
FINANCING ACTIVITIES 192,721
NET INCREASE (DECREASE) IN CASH 123,776
CASH AT BEGINNING OF PERIOD 4,992
CASH AT END OF PERIOD $ 128,768
See the accompanying notes to these unaudited financial statements
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WALL STREET CAPITAL, INC.
UNAUDITED STATEMENTS OF STOCKHOLDERS’ EQUITY
AS OF MARCH 31, 2005
(Development Stage Enterprise)
STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2005
Common Stock Treasury Paid-in Accumulated
Shares Amount Stock Capital Deficit Total
BALANCE DECEMBER 31, 2004 80,000,000 80,000 $ - $ - $ (80,000) $ - $
Additional Paid in Capital for
bank account transfer - 4,992 4,992
- 0
Net income (40,945) (40,945)
BALANCE
MARCH 31, 2005 80,000,000 80,000 $ - $ 4,992 $ (120,945) $ (35,952) $
The accompanying notes are an integral part of these consolidated financial statements
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NOTES TO UNAUDITED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2005
(DEVELOPMENT STAGE)
1. Basis of Presentation
The accompanying unaudited financial statements represent the financial position of Wall Street Capital, Inc. (“the
Company”) for the three months ended March 31, 2005 include results of operations of the Company and cash flows for
the three months ended March 31, 2005. These statements have been prepared in accordance with generally accepted
accounting principles (“GAAP”) for interim financial information and the instructions for the Information Statement.
Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments to these unaudited financial statements
necessary for a fair presentation of the results for the interim period presented have been made. The results for the three
months period ended March 31, 2005 may not necessarily be indicative of the results for the entire fiscal year.
2. Summary of Significant Accounting Policies
The accounting policies followed by the Company, and the methods of applying those policies, which affect the
determination of its financial position, results of operations and cash flows are summarized below:
Cash and Cash Equivalents
Cash and cash equivalents include all short-term liquid investments that are readily convertible to known amounts of cash
and have original maturities of three months or less. At times cash deposits may exceed government insured limits.
Revenue Recognition
The Company’s revenue is not generated as the Company is a development stage enterprise.
Fair Value of Financial Instruments
The carrying amounts for investments in marketable securities, trade accounts receivable, trade accounts payable,
accrued liabilities and notes payable, approximate their fair value due to the short maturity of these instruments.
Net Earnings Per Share
Net earnings per share are calculated using the weighted average number of shares of common stock outstanding during
the year. The Company has adopted the provisions of Statement of Financial Accounting Standards No. 128, Earnings
Per Share.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions. This may affect the reported amounts of assets and liabilities and
disclosure of assets and liabilities at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those estimates.
Stock-Based Compensation
Statements of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation (“SFAS 123”),
established accounting and disclosure requirements using a fair-value based method of accounting for stock-based
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employee compensation. In accordance with SFAS 123, the Company has elected to continue accounting for stock based
compensation using the intrinsic value method prescribed by Accounting Principles Board Opinion No. 25.
3. Common Stock
Transactions in the Company’s common stock issued for the acquisition of assets, products, or services are accounted for
at fair value. Fair value is determined based on the closing price of the Company’s common stock on the date of the
transaction, or the fair value of the asset, product, or service received.
4. Income Taxes
The Company provides for income taxes based on the provisions of Statement of Financial Accounting Standards No.
109, Accounting for Income Taxes, which among other things, requires that recognition of deferred income taxes be
measured by the provisions of enacted tax laws in effect at the date of financial statements. The provision for income
taxes for interim periods is calculated on the basis of the expected effective rate for the full year.
5. Spin off of Wall Street Capital, Inc.
These unaudited financial statements may substantially change due to the December 2004 spin-off of Wall Street Capital,
Inc. from Mellon Research, Inc. (MLON.PK). A substantial restatement may be made to these financial statements to
appropriately account for and present the spin-off in accordance with generally accepted accounting principles. The spinoff
was to shareholders of record as of November 24, 2004. Accordingly, the adjustments resulting from recording the
spin-off could result in substantial dilution of book equity per share to the shareholders.
6. Commitments and Contingencies
Wall Street is not involved in legal proceedings and no material developments of any legal proceedings.
7. Subsequent Events
The Company has no subsequent events since there is has been no activity in the Company.
8. Wall Street is a development stage enterprise and is required to report on operations and cash flow cumulative since
inception. Presently, we do not have any prior period accounting records or tax returns on this shell. Once we receive
these records we will amend our information statement to reflect the cumulative operations and cash flows. |
