Schedule 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by Registrant [X]
Filed by a party other than the Registrant [ ]
Check the Appropriate Box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as Permitted by
Rule 14a-6(e)(2)
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
BERYLLIUM INTERNATIONAL CORPORATION
(Name of Registrant as Specified in Its Charter)
_____________________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[ ] No fee.
[X] Fee Computed on table below per Exchange Act Rules 14a-6(I)(1) and
0-11.
20,936,880 x .01 (par value) x .000295 = $61.76
1 Proxy Material for Beryllium International Corporation
April 14, 1998
<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOTICE is hereby given that the Annual Meeting of Stockholders of
Beryllium International Corporation (hereinafter the "Company") will be held at
the Marriot Hotel Downtown, 75 Southwest Temple Street, Salt Lake City, Utah,
84101, 1-801-531-0800, on May 30, 1998 at 10:00 a.m., Mountain Time, for the
following purposes:
1. To approve the Agreement and Plan of Reorganization dated the 19th day
of February, 1998, between Beryllium International Corporation and
RHAJ, Inc., a Nevada Corporation.
2. To seek and approve the authorization to issue 397,800,720 shares of
Beryllium Common Stock to RHAJ, Inc., to complete the reorganization.
3. To cancel all the warrants previously issued by the corporation.
4. To vote on a Board of Directors, who will be in charge of running the
new company.
5. Tp approve a reverse stock split of 20 to 1.
6. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
7. To approve the change of the Company's Certified Public Accountants.
Holders of record of Common Stock at the close of business on May 5,
1998, will be entitled to notice of and to vote at such meeting or any
adjournment thereof. The transfer books of the company will not be closed.
It is important that your shares be represented at this meeting in order
that the presence of a quorum may be assured. Enclosed is a form of proxy that
you are urged to sign and forward in the accompanying envelope, whether or not
you expect to attend in person. Shareholders who attend the meeting in person
may revoke their proxies and vote in person of they desire.
All shareholders are cordially invited to attend the Annual Meeting of
the Shareholders.
Sincerely,
BERYLLIUM INTERNATIONAL CORPORATION
By: _______________________________
Title:_____________________________
2 Proxy Material for Beryllium International Corporation
April 14, 1998
<PAGE>
(1) Title of each class of Securities to which transaction applies:
COMMON STOCK $0.01
24 - Month Common Stock Purchase Warrants
48 - Month Common Stock Purchase Warrants
(2) Aggregate number of securities to which transaction applies:
20,936,880
(3) Per unit price or other underlying value of transaction computed
Pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was
determined):
-0-
(4) Proposed maximum aggregate value of transaction:
-0-
(5) Total Fee Paid:
$61.76
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
(1) Amount Previously Paid:
NONE.
(2) Form Schedule or Registration Statement No.:
NONE
(3) Filing Party:
BERYLLIUM INTERNATIONAL CORPORATION
(4) Date Filed:
MAY 6, 1998
3 Proxy Material for Beryllium International Corporation
April 14, 1998
<PAGE>
ITEM 1. DATE, TIME AND PLACE INFORMATION:
You as a stockholder are cordially invited to attend the Special
Meeting of the Stockholders of Beryllium International
Corporation to be held at 12:00 noon local time, on the 30th day
of May, 1998, at the Marriott Hotel Downtown, 75 Southwest Temple
Street, Salt Lake City, Utah 84101, 1-801-531-0800. Should you
need to contact the company concerning any questions regarding
this meeting, you may contact the company at 8790 Blue Jay Lane,
Salt Lake City, Utah 84121 or by telephone by calling 801-
942-0895.
Dated: MAY 6, 1998
ITEM 2. REVOCABILITY OF PROXY:
Any Proxy given pursuant to this solicitation may be revoked by
the Shareholder who has given it at any time before it is
exercised.
ITEM 3. DISSENTERS' RIGHT OF APPRAISAL:
Any Shareholder, whether or not entitled to vote is entitled to
dissent from and obtain payment of the fair market value of
shares held by him, if the shares were not listed on the National
Securities Exchange under the Federal Securities Exchange Act of
1934 as amended or on the National Market System of the National
Association of Securities Dealer Automated Quotation System.
ITEM 4. PERSONS MAKING SOLICITATION:
This solicitation is being made by Beryllium International
Corporation and its Board of Directors. Such solicitation and the
matters contained herein received unanimous approval of the Board
of Directors who support the proposals set forth in the Proxy
Material. The costs of the solicitation will not be born directly
or indirectly by the company in that the company has no assets.
All of the Directors of Beryllium have unanimously voted for the
proposed solicitations contained herein. The solicitation of this
proxy is going to be made by United States Mail, with each
shareholders receiving a proxy and a proxy card to mail back to
the corporation or the Stockholder can attend the meeting in
person. The Shareholders that elect to mail such proxies can mail
the proxy card back to the company address, attention Mr. R.
Dennis Ickes, 1270 Eagle Gate Tower, 60 East South Temple, Salt
Lake City, Utah 84111, who will calculate the votes as Secretary
of the Corporation. Employees of the company, at no additional
compensation, may communicate with the Shareholder to solicit
their proxies. The costs of the solicitation, approximately
$6,000.00 dollars, will be borne by RHAJ, Inc., and Green Gas
Generator and neither party will seek compensation for said
efforts from Beryllium.
ITEM 5. INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON:
This solicitation is being made on the behalf of the Registrant.
Contained herein is a list of each person or persons who is a
Director or Executive Officer of the Registrant since the
beginning of the fiscal year.
DIRECTOR OR
NAME AGE POSITIONS WITH COMPANY SINCE
- ---------------- --- ----------------------------------- -----
Richard D. Moody 67 Chairmen of the Board, President 1985
and Chief Executive Officer and a
director of Emery Energy, Inc., and
4 Proxy Material for Beryllium International Corporation
April 14, 1998
<PAGE>
Moody Beryllium Corporation.
Gerald M. Park 66 Vice-President, treasurer, and a 1985
director of Emery Energy, Inc., and
of Moody Beryllium Corporation.
R. Dennis Ickes 54 Secretary and a director of Emery 1979
Energy, Inc., and Moody Beryllium
Corporation.
ITEM 6. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF:
The common shareholders of the company, who own the outstanding
shares will be entitled to vote at the meeting. The company has
one class of stock which is common stock and the shareholders own
20,936,880 shares. The record date of shareholders with respect
to this solicitation are all shareholders as of the date
contained herein. The final closing of the stock transfer
records, the Board of Directors fixed in advance a date as a
record date for such termination of shareholders and such date
shall be April 18, 1998. So there will be an action, with regard
to the election of the Board of Directors and no persons have
cumulative voting rights for this corporation.
The registrant is authorized to issue 50,000,000 shares of
common stock, par value $ .01, of which 20,936,880 shares were
issued and outstanding on December 31, 1997. Each share of common
stock is entitled to one vote.
The following table sets forth, as of December 31, 1997,
the number of shares of the Registrant's common stock, par value
$.01, held of record or beneficially by each person who was known
by the Registrant to own beneficially, more than 5% of the
Registrant's common stock, and the name and share holdings of
each officer, director, and nominee, and all officers and
directors as a group. Each person listed holds sole voting and
investing power over the shares shown as being beneficially owned
by such person.
NAME AGE DIRECTOR OR
POSITIONS WITH COMPANY SINCE
Richard D. Moody 67 Chairmen of the Board, president 1985
and Chief Executive Officer and a
director of Emery Energy, Inc., and
Moody Beryllium Corporation.
Gerald M. Park 66 Vice-President, treasurer, and a 1985
director of Emery Energy, Inc., and
of Moody Beryllium Corporation.
R. Dennis Ickes 54 Secretary and a director of Emery 1979
Energy, Inc., and Moody Beryllium
Corporation and a practicing Attorney
in the State of Utah from 1980 to Present.
5 Proxy Material for Beryllium International Corporation
April 14, 1998
<PAGE>
NAME OF NUMBER OF PERCENT OF
BENEFICIAL OWNER SHARES CLASS
- ------------------------ ---------- ---------
PRINCIPAL SHAREHOLDERS
- ------------------------
Richard D. Moody 9,641,388 46.1%
1216 Route #1
Delta, Utah 84624
Gerald M. Park 2,067,265 9.9%
8790 Blue Jay Lane
Salt Lake City, Utah 84121
OFFICERS AND DIRECTORS
Richard D. Moody ----------------See above ------------------------
Gerald M. Park ----------------See above ------------------------
R. Dennis Ickes 452,211 2.2%
All officers and directors
as a group Three (3) persons. 12,160,864 58.1%
ITEM 6 CONTINUED.
At the close of business on May 5, 1998, there were 20,936,880
shares of common stock at $ 0.01 par value entitled to vote. Each
Shareholder of record on such date is entitled to one vote for
each share of common stock held by such Shareholder. The
Shareholder shall not have any rights to cumalative voting. The
record date of Shareholders to vote under Utah Law is no more
than fifty days and no less than 10 days from the date of the
meeting.
ITEM 7. DIRECTORS AND EXECUTIVE OFFICERS:
The company is also going to propose that a new slate of
Directors be elected. This slate is to include:
R. Dennis Ickes
Francis Chua Seng Kiat
Peter Gabriel
Thomas E. Berinato
---------------------------------------------
In regard to legal proceedings. There are no legal
proceedings with respect to any of the Directors or Executive
Officers.
The following information is supplied in regard to the
proposed slate of Board of Directors, who propose to serve for a
period of one year or until the next annual Shareholders meeting.
6 Proxy Material for Beryllium International Corporation
April 14, 1998
<PAGE>
<TABLE>
<CAPTION>
DIRECTOR OR PRINCIPAL OCCUPATION TERM OF OFFICE
NAME AGE POSITIONS WITH COMPANY DURING LAST 5 YEARS AS DIRECTOR
- --------------- --- ---------------------- ------------------- --------------
<S> <C> <C> <C> <C>
R. Dennis Ickes 54 Director Treasurer/Secretary of 03/31/2000
Beryllium 1994 to Present
and a Practicing Attorney
State of Utah, 1980 to
Present.
Francis Chua Seng Kiat 49 Director, CEO, Chairmen Managing Director - Green 03/31/2000
Gas Generator 1993 to
Present; Chairmen- Pacific
Drageon, Ltd. Chairmen-
European Far East PTE, Ltd.;
Director- Yamagawa Japanese
Restaurant, PTE, Ltd. Special
Assistant to Chairman,
EDB (Riau Projects) 1993 to
1994.
Peter Gabriel 42 Independent Director Practicing Attorney in 03/31/2000
Singapore Partner in Firm of
Gabriel Peter and Partners,
established in 1986 to Present.
Thomas E. Berinato 40 Independent Director Practicing Attorney in State 03/31/2000
of New York. 1982 to Present.
New York State Bar Association.
Queen County Bar Association.
Commercial Litigation Committee.
</TABLE>
- ----------
In that regard, it was agreed to between RHAJ, a Nevada
Corporation and Green Gas Generator PTE Ltd. that R. Dennis Ickes would
remain a Director of the Company.
There were no transactions between registrants during the last
fiscal year or similar transactions to which Registrant or any of its
subsidiaries was a party in any transaction that involved more than
sixty thousand dollars. And that no such person had any, directly or
indirectly, any material interest in any such item.
There have been no relationships between the directors of the
entities and the Registrant or any business.
No nominee or director during the last fiscal year has received
any compensation from the Registrant.
At the present time the company does not have a standing audit
and nominee compensation committee, a Board of Directors or Committees
performing similar functions. The company has not had a meeting of the
Board of Directors in the last fiscal year, except on the 14th day of
March, 1992 and all Directors have attended all meetings.
There have been no director or directors that have resigned or
declined to stand for re-election to the Board of Directors since the
last annual meeting because of a disagreement with the Registrant on any
matters
7 Proxy Material for Beryllium International Corporation
April 14, 1998
<PAGE>
relating to the Registrants operations policy or practice or practices.
ITEM 8. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS:
At the present time there is no compensation of the Directors or
Executive Officers.
ITEM 9. INDEPENDENT PUBLIC ACCOUNTS:
The Board of Directors would also ask at this Special Meeting in
lieu of the annual meeting, that security holders ratify the employing
of Jones and Jenson and Company. L.L.C., Certified Public Accountants
who have been approved by the present Board of Directors to perform
updated audited financial's of the companies last audited financial's of
March 31, 1994, to March 31, 1998.
A representative of the accounting firm will be present at the
Special Shareholders meeting. Any such Shareholder who wishes to may
make a statement, if they so desire, and the representative will respond
to any such questions.
During the Registrants two most resent fiscal years Deloitte and
Touch, LLP, Certified Public Accountant firm has been dismissed and the
new independent accountant has engaged as the principle auditor of the
Registrants financial statements. They have expressed a reliance on the
reporting relying on the companies former auditors and financial's
prepared by 1994 and prior have been no disagreements with accounting or
financial disclosures.
The decision to change accountants was not recommended by an
auditor or similar committee but by the Board of Directors. The former
accountants, Deloitte and Touche, LLP, expressed a heavy work load and
felt that they could not work on the financial's in a timely manner.
Therefore, the current auditors were chosen due to essence of time and
an already established relationship.
There has not been any disagreements with the former accountants
of any manner of accounting principle or practice, financial statements,
disclosure or auditing procedure, however, the present accountants have
expressed an opinion that the viability of the company as an on going
concern without the merger taking place, because the corporation has no
assets or ongoing business.
ITEM 10. COMPENSATION PLANS:
There is no compensation plan in effect and there is no action
going to be taken on a compensation plan at the present time.
ITEM 11. AUTHORIZATION OR ISSUANCE OF SECURITIES OTHERWISE THAN FOR
EXCHANGE:
RHAJ, Inc., a Nevada Corporation has entered into a agreement and
Plan of Reorganization with Beryllium International Corporation
wherein the companies would reorganize under a tax free
organization under Section 368 (a)(1)(b) of the Internal Revenue
Code of 1954.
The transaction would be consummated by reorganizing pursuant to
Sections 368(a)(1)(b) of the Internal Revenue Code RHAJ, Inc.,
will exchange all of its outstanding common stock in the amount
of 2,390,000 to Beryllium and Beryllium in return will issue
397,800,720 common stock shares to RHAJ, Inc., a Nevada
Corporation.
Registrant will receive 2,390,000 shares of common stock of RHAJ
which is all issued and outstanding stock to Beryllium as
consideration for the stock issued by the Registrant, Beryllium.
The shareholders will be asked to vote that Beryllium be
authorized to issue 397,800,720 amount of shares to RHAJ, Inc.,
8 Proxy Material for Beryllium International Corporation
April 14, 1998
<PAGE>
for consideration of reorganization with RHAJ as described above.
After the reorganization the Shareholders of Beryllium will be
asked to approve recapitalization under which the issued and
outstanding shares of the company's common stock will be a
reserve split 20 to 1 and the number of common stock will be
changed from 418,737,600 shares to 20,936,880.
EXCHANGE OF BERYLLIUM INTERNATIONAL CORPORATION STOCK
CERTIFICATES:
Promptly after the Effective Time, a designated exchange agent
(the "Exchange Agent") will mail a Letter of Transmittal (as per
"The Reorganization Agreement - Exchange of RHAJ, Inc., Stock
Certificates") and instructions to each holder of record of a
certificate representing shares of RHAJ, Inc. Common Stock (a
"Certificate") as of the Effective Time for use in effecting the
surrender of the Certificate. Upon surrender of a Certificate of
cancellation to the Exchange Agent, together with such Letter of
Transmittal duly executed and completed in accordance with the
instructions thereto, the holder of such Certificate will be
entitled to receive in exchange therefore (I) a certificate
representing the number of whole shares of new Beryllium Common
Stock to which such holder shall be entitled issued back-to-back
with a certificate representing the number of whole shares of
Beryllium to which such holder shall be entitled and (ii) a check
representing the amount of cash in lieu of Excess Paired Shares,
if any, or fractional paired shares, if any, due such holder plus
the amount of any dividends or distributions, if any, as provided
in the Merger Agreement, after giving effect to any required
withholding tax, and the Certificate so surrendered will be
canceled. STOCKHOLDERS SHOULD NOT SEND IN THEIR CERTIFICATES
UNTIL THEY RECEIVE A LETTER OF TRANSMITTAL.
Also, the shareholders are asked to vote on canceling all
warrants of Beryllium which include 24 - month common stock
purchase warrants and 48 - month common stock purchase warrants
as additional action to consummate the transaction between
Beryllium and RHAJ. The reason for the proposed modification or
exchange of the extinguishment of the common stock purchase
warrants is to effectuate the merger between RHAJ and Beryllium.
Enclosed hereto as "Exhibit 'A'" is the Agreement and Plan of
Reorganization between RHAJ and Green Gas and RHAJ and Beryllium.
At the present time the existing securities are not listed on the
National Securities Exchange. The company has updated its
financial's and plans to file its 10-K form with the SEC.
Additionally, they will ask that the company be traded on the
Over the Counter Bulletin Board (OTCBB) on NASDAQ. The company
plans, in the future, to make application for NASDAQ small cap
trading, once it meets all of the erquirements.
ITEM 12. MODIFICATION OR EXCHANGE OF SECURITIES:
The Reorganization calls for RHAJ exchanging 2,390,000 shares of
common stock for 397,800,720 common stock. The original
securities are not to be modified but, the Beryllium Shareholders
will be diluted to 5% ownership of outstanding stock from the
present 100. RHAJ will own 95% of outstanding and issued stock of
Beryllium all stock will remain .01 par value.
ITEM 13. FINANCIAL AND OTHER INFORMATION:
The Company incorporates by reference herein the Consolidated
Proforma Financial Statements for Beryllium International
Corporation for the fiscal year ending March 31, 1998, prepared
by the independent auditors, Jones, Jenson & Company, and the
attachments thereof, which include the updated financial's for
the fiscal year ending March 31, 1998. (Attached hereto as
Exhibit "B").
SUPPLEMENTARY FINANCIAL INFORMATION:
9 Proxy Material for Beryllium International Corporation
April 14, 1998
<PAGE>
These are incorporated by reference herein. At the present time
the stock is not being traded. The financial's for the company's
fiscal year of 1998 ending March 31, 1998 have been filed by the
Form 10- K (Attached hereto as Exhibit "C")At this time, the
company's accountants, Jones, Jensen and Company will at the
Special Shareholders Meeting and will make a statement and will
be available for questions.
MANAGEMENT DISCUSSION OF FINANCIAL CONDITION AS A RESULT OF
OPERATION.
The company, Beryllium International Corporation has been in a
development stage since 1994, ceased its mining operations as a
result in World decline in prices for Beryllium, and intense
competition from larger companies. These factors caused them not
to engage in any activities from 1994 to the present. The company
is basically a shell corporation with substantially no net worth
and no assets. The companies financial condition, since the last
10-K was filed, has been unchanged. The company has no liquidity,
no material liabilities. The company at the present time does not
have any known demands or commitments, events or uncertainties
that will result in the Registrant's liquidity increasing or
decreasing in any material way. The company is proposing a
tax-free reorganization to merge with RHAJ, a Nevada Corporation
who will in turn owns Green Gas Generator PTE LTD., a Singaporian
Corporation.
CAPITAL RESOURCES:
The Registrant has not made any material commitments for capital
expenditures as of the preparation of this Proxy Material.
Secondly, there are no known material transactions, either
favorable or unfavorable in the Registrants Capital Resources.
RESULTS OF OPERATIONS:
The company basically has not had any operations since 1994. The
company had attempted to mine Beryllium and other minerals in the
Rocky Mountain region, but never had any significant revenues. At
the present time the company does not have any significant
revenues or expenses and does not have any present operations.
The company does not have any trends or uncertainties that
reasonably would be expected to have an impact on net sales or
revenues from operations , in fact, the company has ceased the
mining operations and has no plans for the future to reinstate
those mining operations. The company has entered into a Plan of
Reorganization dated February 19, 1998. Green Gas Generator is a
company that has a patented technology to produce a oxy-hydrogen
flame (Green Gas) which is capable of cutting metal up to two
hundred millimeters in thickness. Green Gas flame is generated
through an electrolysis process that converts water into
oxygen-hydrogen gas mixture which will compete with existing
oxy-acetylene and other oxy-fuel cutting systems. This process
makes this application ideal for offshore oil and gas drilling
operations, pipe line, sea going vessels, shipbuilding, and ship
repair yards, metal and fabrication industries, ship breaking,
etc. . . that have the need to economically cost cut steel and
improve the safety and health environment of workers in these
fields. This process therefore makes this application ideal for
off shore oil and gas drilling operations, pipe line and pipe
line barges, work barges, sea going vessels, and/or companies
that have the need to economically cut steel because of the
safety factors involved in this application.
RISK FACTORS:
In considering whether or not to approve the proposals of
Beryllium and RHAJ, the stockholders should consider in addition
to this Proxy Material, any of the additional information
attached hereto and the matters discussed in this section.
The Proxy Statement contains statements which can
constitute factual looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995.
10 Proxy Material for Beryllium International Corporation
April 14, 1998
<PAGE>
Statements appear in a number of places in the proxy
statement, including statements regarding intent, belief or the
current expectations of RHAJ, Green Gas and Beryllium. With
respect to the proposed operations of the company, which will
include manufacturing Gas Generating Torch system and the use of
the Green Gas Technology for other profitable applications.
Such risks include risks associated with the production of
industrial equipment tools, with the Green Gas torch which is
virtually a new technology. Interest rates could effect financing
of the company, and general economics and conditions such as the
down turn in Asian Financial markets, which could have an effect
on future sales and results of future operations.
Production costs and any other forward looking statements
are not guarantees of future performance, future financing
involving risks of uncertainties and that actual results may
differ entirely from the forward looking statements as a result
of these various factors.
The accompanying information contained in this Proxy
Statement include, without limitation, the information set forth
below in the information under the headings, Companies, Surviving
Companies, and Important Factors which could cause adverse
effects to the company.
A risk that must be considered is the failure of the Green
Gas Generator as a viable alternative to Oxygen/acetylene gas
systems for metal cutting. This Gas Generator, which has been
developed by Green Gas Generator PTE LTD., which has been
acquired by RHAJ, Inc., a Nevada Corporation is a new product.
The company started producing and testing these products in the
past year. The system works using electrolysis that is put in to
the machine the company refers to the gas it produces as the
Green Gas. The Green Gas Generator converts water to a gaseous
mixture of hydrogen and oxygen to a pollution free fuel gas for a
wide variety of potential industrial purposes. The company
however, is utilizing this technology to produce a stable gas
which is manufactured or created by a state of the art micro
processor technology which enables the Green Gas Generator to
produce the gas on demand, which in turn produces an extremely
hot flame which can be used for cutting or welding. The Green Gas
Generators primary purpose is to be used as a cutting torch in
that it is an economical alternative to conventional bottled
gases, such as oxygen/acetylene and other gas systems which
require gas bottles to be used which are under extreme pressure.
Acetylene, by its very nature is a storage hazard and extremely
dangerous when leaked., and certainly bears more expense then the
oxygen water combination used in the Green Gas Generator.
Use and operation of the Green Gas Generator is fairly
simple. You fill the tank with water, turn on the electricity
supply and the generator within seconds starts a neutral flame on
a torch that is then used for cutting or welding.
Green Gas Generating System also cuts cost because of the
fact that acetylene is not used. The Green Gas system provides
the user with a better cut because it produces less slag and cuts
steel at a twenty percent faster rate than conventional cutting
tools or systems. The narrower type cut also reduces waste in the
steel product. It also causes less grinding and sanding to be
needed when compared to the conventional cutting systems. It also
produces a neutral flame almost instantly, without preheated
oxygen and it also saves additional time because it does not need
an adjustment like conventional cutting torches.
Green Gas is also pollution free, and producing no
by-products during combustion. The water is basically recycled,
which saves resources. Further, with conventional gas, with
extended usage during welding and cutting, can expose the users
to carbon-monoxide gas. With Green Gas the users do not face this
occupational hazard. However, the Green Gas Generator, is a
relatively new technology yet to be proven in the market place.
It has had limited sales and has just now begun manufacturing for
full scale production of the generator. There is no guarantee for
a market for this product. Since this product is new, there is no
guarantee that this product will successfully compete with other
torches such as Oxygen
11 Proxy Material for Beryllium International Corporation
April 14, 1998
<PAGE>
Acetylene, Water Cutting Torches, Lazar Torches or any other
industrial torches currently on the market. Further, the company
is competing against larger, more financially secure companies
that have been in business longer and are firmly entrenched in
the market.
This company has no operating history, and limited
resources in which to conduct its marketing strategy and
certainly faces stiff competition with very old and well
established competition such as Oxygen Acetylene and other types
of industrial equipment that is out there. Additionally, if the
company is successful, there is no guarantee that the company can
guarantee the necessary amount of torches, should the demand for
same become great. The company needs to receive a capital
infusion at some time from a group of Singaporian Directors,
however, the Green Gas Board has expressed, pursuant to the
Private Securities Litigation Reform Act of 1995 to provide
capital for, manufacturing, marketing, operations and assets to
meet small cap requirements of NASDAQ. Those directors have
previously supplied funds and efforts in developing the company.
. However, there is no guarantee that such funding will be
available or placed in the corporation. Without such funding the
company would have no chance to produce enough product to be
profitable for the stockholders. At the present time, the company
is not being traded on any exchange. The company is filing all of
its updated forms with the Security and Exchange Commission, and
intends to first trade on the Over the Counter Bulletin Board
(OTCBB) with National Accreditation System and hopes to apply for
NASDAQ small cap quotation system. Further, there is no guarantee
that any market-maker will make a market in the companies stock
and therefore there is no guarantee of a market for this stock.
There is no guarantee that these events will take place
because of the period of time that the company has been inactive.
ITEM 14. MERGERS, CONSOLIDATIONS, ACQUISITIONS AND SIMILAR MATTERS:
The company, Beryllium International Corporation, a Utah
Corporation, located at 8790 Blue Jay Lane, Salt Lake City, Utah 84121,
is proposing the acquisition of RHAJ, Inc., a Nevada Corporation, with
its principle place of business located at 1717 West Sixth Street, Ste.
240, Austin, Texas 78703. The telephone number for Beryllium is
801-943-5972. RHAJ, Inc., telephone number is 512- 469-9765.
A description and the general nature of the business conducted by
RHAJ, Inc., a Nevada Corporation, has acquired Green Gas Generator, PTE,
Ltd., a Singaporian Corporation, located at 21 Pandon Road, Singapore
609273. Whose telephone number is (65) 268-1995. RHAJ acquired Green Gas
on the 6th day of February, 1998, by exchanging stock. A copy of that
agreement is attached hereto. Green Gas Generator PTE Ltd., has a
patented technology of converting ordinary water into an oxy-hydrogen
gas cutting system which will compete with traditional Oxy-Acetylene and
other oxy-fuel cutting torches. The company is also developing other
products based on this patented process.
A Summary of the Material Features in the Proposed Transaction.
That Beryllium and RHAJ, a Nevada Corporation. Beryllium,
hereinafter referred to as Acquiror and RHAJ, hereinafter referred to as
Acquiree. That RHAJ will be acquired by Beryllium International
Corporation under Section 368(a)(1)(B) of the Internal Revenue Code of
1954 as Amended, through the issuance of 397,800,720 stock of Beryllium
for 2,390,000 shares of RHAJ. The reason for engaging in this
transaction at the present time Beryllium has no operations nor assets
and no longer conducts its principle business operations. This
transaction will allow Beryllium International Corporation access to a
new technology and operations and allow the company to acquire assets
and income into the future. A material difference in the rights of the
security holders of the Registrant as a result of this transaction will
be that the Beryllium shareholders will be diluted by approximately 95%
and all of the warrants will be canceled. Under the tax consequences of
this transaction, it is a tax-free exchange under Section 368(a)(1)(B)
of the Internal Revenue Code of 1954 as Amended, and should not trigger
taxable events. (UNDER 202 OF REG S TOCK ISSUED WILL BE THE CAPITAL
TREASURY STOCK OF BERYLLIUM
12 Proxy Material for Beryllium International Corporation
April 14, 1998
<PAGE>
BEING CHANGED FOR THE OUTSTANDING STOCK OF RHAJ BOTH WHICH ARE COMMON
STOCK. AT THE PRESENT TIME, BERYLLIUM STOCK IS NOT TRADED OR NOT LISTED
TRADING ON PRIVILEGES WITH THE NATIONAL SECURITIES EXCHANGE. SECURITIES
ARE NOT OFFERED FOR BID OR OFFER QUOTATIONS ON ANY AUTOMATED QUOTATION
SYSTEM OPERATED BY A NATIONAL SECURITIES ASSOCIATION, OR ANY OTHER STOCK
EXCHANGE..
Dividends, Arrears and Defaults:
The principle interest in respect to any of these securities of
the registrant or Beryllium or Green Gas. Enclosed herein and attached
as an Exhibit is a pro forma basis of the effect of the transaction
between the reorganization of RHAJ and Beryllium and the combination of
the financial's as a result of RHAJ owning Green Gas.
There are no Federal or State Regulatory Requirements to be
complied with or approved with in regard to this transaction. There have
been no past, present or proposed material, contracts, arrangements or
understandings, relations other than the agreements between all three
parties, i.e., Beryllium, RHAJ and Green Gas. Which is attached hereto
as an Exhibit and incorporated herein by reference as if wholly recited
here.
Additionally, the parties proposed a stock split of twenty to one
with Beryllium when the action has taken place. The company will change
its name to Green Gas Technologies, Inc.
ITEM 15. ACQUISITION OR DISPOSITION OF PROPERTY:
There will be no acquisition or disposition of property. The
assets of RHAJ and Green Gas will now be combined with Beryllium.
ITEM 16. RESTATEMENT OF ACCOUNTS:
There will be no restatements of accounts in respect to reports.
Enclosed herein and incorporated by reference is the Board of Directors
Approval of the three companies, of this transaction and the
recommendation to the Shareholders to approve the same.
ITEM 17. ACTION WITH RESPECT TO REPORTS:
None.
ITEM 18. MATTERS NOT REQUIRED TO BE SUBMITTED:
There are no matters that are not required to be
submitted.
ITEM 19. AMENDMENT OF CHARTER, BYLAWS OR OTHER DOCUMENTS:
Amendment of Charter, By-Laws or Other Documents:
The only amendment to the Charters, and By-Laws is the issuance
of the stock and the name change.
ITEM 20. OTHER PROPOSED ACTION:
None.
13 Proxy Material for Beryllium International Corporation
April 14, 1998
<PAGE>
ITEM 21. VOTING PROCEDURES:
Directors will be elected by a plurality of the votes cast by
holders of shares entitled to vote at the Annual Meeting.
Auditors will be approve and all other matters will be decided by
the affirmative vote of holders of a majority of the shares
represented in person or by proxy and entitled to vote at the
Annual Meeting. Abstentions and broker nonvotes will not affect
the election of directors. Since all other matters to be
considered at the Annual Meeting require the affirmative vote of
a given percentage of shares outstanding or present at the
meeting, abstentions will have the effect of a vote against any
matter other than the election of directors. Broker nonvote are
counted for purposes of determining the presence or absence of a
quorum, but are not counted for purposes of determining the
number of votes cast for or against the particular proposal for
which authorization to vote was withheld.. Votes will be
tabulated by the law firm of R. Dennis Ickes, 1270 Eagle Gate
Tower, 60 East South Temple, Salt Lake City, Utah 84111.
14 Proxy Material for Beryllium International Corporation
April 14, 1998
<PAGE>
EXHIBIT "A"
<PAGE>
EXHIBIT "A"
AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization is entered into this the
______day of February, 1998, by and between Beryllium International Corporation,
a Utah Corporation, (hereinafter referred to as "Acquiror"); and RHAJ, a Nevada
Corporation, (hereinafter "Acquiree").
RECITALS:
Certain persons ("Stockholders") own all of the issued and outstanding
stock of Acquiree. Acquiror desires to acquire this stock, making Acquiree a
wholly owned subsidiary of Acquiror, by its stockholders making a tax-free
exchange solely of all their shares for the share in Acquiree for a total of
397,800,720 shares of Acquiror common stock to be exchanged as set out herein
with said stockholders. Acquiree runs a subsidiary, Green Gas Generator PTE,
Ltd.,a Corporation Oragnized Under the Laws of Singapor.
NOW THEREFORE, for the mutual consideration set out herein, the parties
agree as follows:
AGREEMENT
1. PLAN OF REORGANIZATION: The stockholders of RHAJ are the owners of
all of the issued and outstanding stock of Acquiree which consists of 2,390,000
shares of common stock, no par value per share. It is the intention of the
parties hereto that all of the issued and outstanding capital stock of Acquiree
shall be acquired by Acquiror in exchange solely for Acquiror Common stock.
Further, Acquiree shall issue or cancell all authorized but unissued shares
prior to the reorganization. It is the intention of the parties herein that this
transaction qualify as a tax-free reorganization under Section 368 (a)(1)(B) of
the Internal Revenue Code of 1954, as amended, and related sections thereunder.
2. EXCHANGE OF SHARES: The issued and outstanding shares of Acquiree
shall be exchanged with Acquiror for 397,800,720 shares of common stock of
Acquiror. The Acquiror shares will, on the closing date, as hereafter defined,
be delivered to the Stockholders in exchange for their shares in Acquiree. RHAJ,
Inc., stockholders exchanging "Restricted Stock" will agree to hold such shares
of common stock of Acquiror for investment purposes, and not for further public
distribution, and agree that those shares shall be appropriately marked
"Restricted Stock."
3. DELIVERY OF SHARES: On or before the closing date, Stockholders will
deliver certificates for the shares of Acquiree duly endorsed so as to make
Acquiror the sole owner thereof, free and clear of all claims and encumbrances.
On such closing date, delivery of the Acquiror shares, which will be
appropriately restricted as to transfer, will be made to the Stockholders as set
forth herein.
4. REPRESENTATIONS OF ACQUIREE: Acquiree, its principal stockholders,
officers and
2 Plan of Reorganization and Merger
<PAGE>
directors hereby represent and warrant that, effective this date and the date of
closing, the following is true and correct:
(1) To the best of their knowledge, Stockholders are the sole owners
of all of the issued and outstanding shares of Acquiree; such
shares are free from claims, liens, or other encumbrances.
(2) The shares constitute validly issued shares of Acquiree fully-paid
and nonassessable.
(3) The financial statement dated as of March 30, 1998, and the
financial records (Exhibit "A") which will be delivered to
Acquiror at or prior to the closing date, are true and complete
records of the financial transactions of Acquiree since its
inception: are complete and accurate: there are no liabilities,
either fixed or contingent, not reflected in such financial
statements and records other than contracts or obligations in the
usual course of business constitute liens or other liabilities
which, if disclosed, would alter substantially the financial
condition of Acquiree as reflected in such financial records.
These financial statements have been prepared in accordance with
generally accepted accounting principles.
(4) Prior to the closing date there will not be any material changes
in the financial position of Acquiree, except changes arising in
the ordinary course of business.
(5) As of the closing date, Acquiree will be in good standing in the
Country of origin, and will be in good standing and duly
qualified to do business in each state where it is required to be
so qualified.
(6) Acquiree has complied with all state, federal and local laws in
connection with its formation, issuance of securities,
organization and operations, and no contingent liabilities have
been threatened or claims made, and no basis for the same exists
with respect to said operations, formation or issuance of
securities.
(7) Acquiree has filed all governmental, tax or related returns due
or required to be filed and has paid all taxes or assessments
which have become due.
(8) The corporate financial records, minute books, other documents
and records and contracts of Acquiree are to be turned over in
their entirety to Acquiror, for Acquiror's approval as a
pre-condition to Acquiror's performance hereunder at closing and
such documents are complete, true and accurate with respect to
the information contained therein.
(9) The execution of this Agreement will not violate or breach any
agreement, contract, or commitment to which Acquiree is a party
and has been duly authorized by all appropriate and necessary
action.
3 Plan of Reorganization and Merger
<PAGE>
(10) That at the soonest possible time after the reorganization that
it is the intention of management of Acquiree to have Beryllium
qualify for a NASDAQ listing.
(11) That Acquiror shareholders will elect one existing member of the
Board of Directors of Acquiror for at least two years.
5. REPRESENTATIONS OF ACQUIRING CORPORATION: Acquiror hereby represents
and warrants as follows:
(a) As of the closing date, the Acquiror shares to be delivered to the
stockholders will constitute valid and legally issued shares to
Acquiror, fully-paid and nonassessable, and will be legally equivalent
in all respects to the common stock of Acquiror issued and outstanding
as of the date thereof.
(b) The officers of Acquiror are duly authorized to execute this
Agreement.
(c) Acquiror's current financial statement will be dated March 30, 1998,
and present financial records are true, and complete and accurate; there
are no substantial liabilities, either fixed or contingent, not
reflected in such financial statements and records other than contracts
or obligations in the usual course of business involving claims or other
liabilities which, if disclosed would alter substantially the financial
condition of Acquiror as reflected in such financial statements. The
March 30, 1998, financial statements have been prepared in accordance
with generally accepted accounting principles.
(d) Since the date of the financial statements there have not been, and
prior to the closing date there will not be, any material changes in the
financial position of Acquiror, except changes arising in the ordinary
course of business.
(e) Acquiror is not involved in any pending litigation or governmental
investigation or proceeding not reflected in such financial statements
for otherwise disclosed in writing to the Stockholders.
(f) The shares of Acquiree are being acquired by Acquiror as an
investment, and there is no present intention on the part of Acquiror to
dispose of such shares.
(g) Acquiror is duly organized, validly existing and in good standing
under the laws of the State of Utah; it has the corporate power to own
its property and to carry on its business as now being conducted.
(h) Acquiror has filed all federal, state, county and local income,
excise, property and other tax returns which are due or required to be
filed by them prior to the date hereof and has paid or made adequate
provision for the payment of all taxes which have or may become due
pursuant to such returns or pursuant to any assessments received.
4 Plan of Reorganization and Merger
<PAGE>
(i) Acquiror has not breached, nor is there any pending or threatened
claims or any legal basis for a claim that Acquiror has breached, any of
the terms or conditions of any agreements, contracts or commitments to
which it is a party or is bound.
(k) Acquiror has no subsidiary corporations.
(l) The 397,800,720 shares of common stock of Acquiror to be issued to
stockholders of Acquiree at closing will be validly issued,
nonassessable and fully-paid under Utah corporation law.
(m) That pursuant to a proxy sent to its shareholders under Utah Law
that the requisite number of shareholders have consented to said
reorganization. Further, the Acquiror has sent proxy which complies with
the 1934 Securities and Exchange Act and all notice requirements under
Utah Law.
(n) That the 2,500,000 outstanding warrants of Acquiror will have been
duly cancelled under Utah Law as described in the Proxy.
6. CLOSING: The closing date herein referred to shall be on such date as
the parties hereto may mutually agree upon. At the closing, the Stockholders
will accept delivery of the certificates of stock to be issued in their
respective names, and give good and sufficient receipt and acquittance for the
same, and in connection therewith make delivery of their stock in Acquiree to
Acquiror.
7. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF ACQUIREE: All obligations
of Acquiree and its stockholders under this agreement are subject to the
fulfillment, prior to or as of the closing date, of each of the following
conditions:
(a) The representations and warranties by and behalf of Acquiror and
its officers and directors contained in this Agreement or any
certificate or document delivered to Acquiree pursuant to the
provisions hereof shall be true and as of the time of closing as
though such representations and warranties were made at and as of
such time.
(b) Acquiror shall have performed and complied with all covenants,
agreements, and conditions required by this Agreement to be
performed or complied with by it prior to or at the closing on
the closing date.
(c) Acquiror shall have delivered to Acquiree evidence to the effect
that:
(i) Acquiror is a corporation duly organized, validly existing and in
good standing under the laws of the State of Origin;
(ii) Acquiror has the corporate power to carry on its business as now
being conducted;
5 Plan of Reorganization and Merger
<PAGE>
(iii) This Agreement has been duly authorized, executed and delivered
by Acquiror and is a valid and binding obligation of Acquiror
enforceable in accordance with its terms;
(iv) Acquiror through its Board of Directors and stockholders has
taken all corporate action necessary to authorize the execution,
delivery and performance of this Agreement;
(v) The documents executed and delivered to Acquiree and Stockholder
hereunder are valid and binding in accordance with their terms
and vest in Stockholder all right, title and interest in and to
the stock of Acquiror and said stock 397,800,720 shares when
issued will be duly and validly issued, fully-paid and
nonassessable.
(vi) Except as referred to herein, Acquiror knows of no actions, suit
or legal proceedings or investigations pending or threatened
against or relating to or materially adversely affecting
Acquiror.
(d) As a condition precedent to the closing of this Agreement, Acquiree
shall obtain the approval of the appropriate state board regulating it for this
reorganization.
8. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF ACQUIROR: All obligations
of Acquiror to this Agreement are subject to the fulfillment, prior to, or at
closing on the closing date, of each of the following conditions:
(a) The representations and warranties by the Acquiree contained in this
Agreement or in any certificate or document delivered to Acquiror
pursuant to the provisions hereof shall be true at and as of the time of
closing as though such representations and warranties were made at and
as of such time.
(b) Acquiree and Stockholders shall have performed and complied with all
covenants, agreements, and conditions required by this agreement to be
performed or complied with by it prior to or at closing; including the
delivery of not less than 100 % of the outstanding stock.
(c) Stockholders shall deliver to Acquiror a letter commonly known as an
"investment letter" agreeing that the "Restricted Shares" of common
stock in Acquiror being issued are being acquired for investment
purposes, and not with a view to resale.
(d) Stockholders shall have stated that the materials, including current
financial statements, prepared and delivered by Acquiror to
Stockholders, have been received by Stockholders, that when "Restricted
Shares" are issued, they are familiar with the business of Acquiror,
that they are acquiring the Acquiror shares under Section 4(2), commonly
known as the private offering exemption of the Securities Act of 1933,
that the shares are restricted and may not be resold, except in reliance
on an exemption under the Act.
6 Plan of Reorganization and Merger
<PAGE>
(e) Acquiree shall have delivered to Acquiror evidence to the effect
that:
(i) Acquiree is a corporation duly organized, validly existing and in
good standing under the laws of the State of Nevada;
(ii) Acquiree has the corporate power to carry on its business as now
being conducted;
(iii) This Agreement has been duly authorized, executed and delivered
by Acquiree and is a valid and binding obligation of Acquiree and
enforceable in accordance with its terms;
(iv) Acquiree through its Board of Directors and stockholders has
taken all corporate action necessary to authorize the execution,
delivery and performance of this Agreement;
(v) The documents executed and delivered to Acquiror and Stockholder
hereunder are valid and binding in accordance with their terms
and vest in Stockholder all right, title and interest in and to
the stock of Acquiree and said stock 397,800,720 shares when
issued will be duly and validly issued, fully-paid and
nonassessable.
(vi) Except as referred to herein, (see Exhibit "B" and "C") such
counsel knows of (a) no actions, suit or other legal proceedings
or investigations pending or threatened against or relating to or
materially adversely affecting Acquiree; and (b) no unsatisfied
judgments against Acquiree.
(f) Acquiree shall have received approval of and consent to the
transaction contemplated herein by shareholders owning at least 100% of the
outstanding stock of Acquiree.
9 INDEMNIFICATION: Within the period in paragraph 10 herein and in
accordance with the terms of that paragraph, each party to this Agreement, shall
indemnify and hold harmless each other party all times after the date of this
Agreement against and in respect of any liability, damage or deficiency, all
actions, suits, proceedings, demands, assessments, judgments, costs and expenses
including attorney's fees incident to any of the foregoing, resulting from
misrepresentations, breach of covenant of warranty or nonfulfillment of any
agreement on the part of such party under this Agreement or from any
misrepresentation in or omission from any certificate furnished or to be
furnished to a party hereunder. Subject to the terms of this Agreement, the
defaulting party shall reimburse the other party or parties on demand, for any
payment made by said parties at any time after the closing, in respect of any
liabilities or claim to which the foregoing indemnity relates.
10 NATURE AND SURVIVAL OF REPRESENTATIONS: All representations,
warranties and covenants made by any party in this agreement shall survive the
closing hereunder for so long as the applicable statute of limitations shall
remain open. Each of the parties hereto is executing and carrying out the
provisions of this agreement in reliance solely on the representations,
warranties and
7 Plan of Reorganization and Merger
<PAGE>
covenants and agreements contained in this agreement or at the closing of the
transactions herein provided for and not upon any investigation on which it
might have made or any representations, warranty, agreement, promise or
information, written or oral, made by the other party or any other person other
than as specifically set forth herein.
11 MISCELLANEOUS:
(a) FURTHER ASSURANCES: At any time, and from time to time, after the
effective date, each party will execute such additional instruments and take
such action as may be reasonably requested by the other party to confirm or
perfect title to any property transferred hereunder or otherwise to carry out
the intent and purposes of this Agreement.
(b) WAIVER: Any failure on the part of any party hereto to comply with
any of its obligations, agreements or conditions hereunder may be waived in
writing by the party to whom such compliance is owed.
(c) BROKERS: Each party agrees to indemnify and hold harmless the other
party against any fee, loss or expenses arising out of claims by brokers or
finds employed or allegedly to have been employed by it.
(d) NOTICES: All notices and other communications hereunder shall be in
writing and shall be deemed to have been given if delivered in person or sent by
prepaid first class registered or certified mail, return receipt requested.
(e) HEADINGS: The section and subsection headings in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
(f) COUNTERPARTS: The Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(g) GOVERNING LAW: This Agreement is being contracted for in the State
of Texas, shall be governed by the laws of the State of Texas, any litigation
arising from this Agreement shall be litigated within the State of Texas.
(h) BINDING EFFECT: This Agreement shall be binding upon the parties
hereto and inure to the benefit of the parties, their respective heirs,
administrators, executors, successors and assigns.
(I) ENTIRE AGREEMENT: This Agreement is the entire agreement of the
parties covering everything agreed upon or understood in the transaction. There
are no oral promises, conditions, representations, understanding,
interpretations or terms of any kind as conditions or inducements to the
execution hereof.
8 Plan of Reorganization and Merger
<PAGE>
(j) TIME: Time is of the essence.
(k) SEVERABILITY: If any of this Agreement is deemed to be
unenforceable, the balance of the Agreement shall remain in full force and
effect.
(l) DEFAULT COSTS: In the event any party hereto has to resort to
legal action to enforce any of the terms hereof, such party shall be entitled to
collect attorneys fees and other costs from the party in default.
IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED THIS AGREEMENT THE DAY AND YEAR
FIRST ABOVE WRITTEN.
BERYLLIUM INTERNATIONAL CORPORATION
BY: ___________________________________________
TITLE: _________________________________________
RHAJ, INCORPORATED
BY:___________________________________________
TITLE: _________________________________________
9 Plan of Reorganization and Merger
<PAGE>
SHAREHOLDERS APPROVAL SIGNATURES
- ------------------------------------ ------------------------------
- ------------------------------------ ------------------------------
- ------------------------------------ ------------------------------
- ------------------------------------ ------------------------------
- ------------------------------------ ------------------------------
- ------------------------------------ ------------------------------
- ------------------------------------ ------------------------------
- ------------------------------------ ------------------------------
- ------------------------------------ ------------------------------
- ------------------------------------ ------------------------------
- ------------------------------------ ------------------------------
- ------------------------------------ ------------------------------
- ------------------------------------ ------------------------------
10 Plan of Reorganization and Merger
<PAGE>
SHAREHOLDERS APPROVAL SIGNATURES Continued:
- ------------------------------------ ------------------------------
- ------------------------------------ ------------------------------
- ------------------------------------ ------------------------------
- ------------------------------------ ------------------------------
- ------------------------------------ ------------------------------
- ------------------------------------ ------------------------------
- ------------------------------------ ------------------------------
- ------------------------------------ ------------------------------
- ------------------------------------ ------------------------------
- ------------------------------------ ------------------------------
- ------------------------------------ ------------------------------
- ------------------------------------ ------------------------------
- ------------------------------------ ------------------------------
11 Plan of Reorganization and Merger
<PAGE>
SHAREHOLDERS APPROVAL SIGNATURES Continued:
- ------------------------------------ ------------------------------
- ------------------------------------ ------------------------------
- ------------------------------------ ------------------------------
- ------------------------------------ ------------------------------
- ------------------------------------ ------------------------------
- ------------------------------------ ------------------------------
- ------------------------------------ ------------------------------
- ------------------------------------ ------------------------------
- ------------------------------------ ------------------------------
- ------------------------------------ ------------------------------
- ------------------------------------ ------------------------------
- ------------------------------------ ------------------------------
- ------------------------------------ ------------------------------
12 Plan of Reorganization and Merger
<PAGE>
SHAREHOLDERS APPROVAL SIGNATURES Continued:
- ------------------------------------ ------------------------------
- ------------------------------------ ------------------------------
- ------------------------------------ ------------------------------
- ------------------------------------ ------------------------------
- ------------------------------------ ------------------------------
- ------------------------------------ ------------------------------
- ------------------------------------ ------------------------------
13 Plan of Reorganization and Merger
<PAGE>
EXHIBIT "B"
<PAGE>
BERYLLIUM INTERNATIONAL CORPORATION
CONSOLIDATED PROFORMA FINANCIAL STATEMENTS
MARCH 31, 1998
<PAGE>
CONTENTS
Accountants' Report.......................................................... 3
Consolidated Proforma Balance Sheet.......................................... 4
Consolidated Proforma Statement of Operations................................ 6
Statements of Assumptions and Disclosures.................................... 7
<PAGE>
ACCOUNTANTS' REPORT
The Board of Directors
Beryllium International Corporation
Salt Lake City, Utah
The accompanying consolidated proforma balance sheet of Beryllium International
Corporation as of March 31, 1998 and the related consolidated proforma statement
of operations for the year then ended were not audited by us and accordingly, we
do not express an opinion on them.
Jones, Jensen & Company
April 28, 1998
<PAGE>
BERYLLIUM INTERNATIONAL CORPORATION
Consolidated Proforma Balance Sheet
March 31, 1998
(Unaudited)
ASSETS
<TABLE>
<CAPTION>
BERYLLIUM
INTERNATIONAL RHAJ, PROFORMA
CORPORATION INC. ADJUSTMENTS
MARCH 31, MARCH 31, INCREASE PROFORMA
1998 1998 (DECREASE) CONSOLIDATION
------------- ---------- ------------- -------------
<S> <C> <C> <C> <C>
CURRENT ASSETS
Cash $ - $ 78,425 $ - $ 78,425
Accounts receivable - 250,000 - 250,000
Accounts receivable - related parties - 24,644 - 24,644
Inventory - 151,569 - 151,569
Prepaid expenses - 160,000 - 160,000
------------- ---------- ------------- -------------
Total Current Assets - 664,638 - 664,638
------------- ---------- ------------- -------------
PROPERTY AND EQUIPMENT -
at cost, net of accumulated
depreciation - 315,860 - 315,860
------------- ---------- ------------- -------------
OTHER ASSETS
Patents 1,401,774 - 1,401,774
------------- ---------- ------------- -------------
Total Other Assets - 1,401,774 - 1,401,774
------------- ---------- ------------- -------------
TOTAL ASSETS $ - $2,382,272 $ - $ 2,382,272
============= ========== ============= =============
</TABLE>
See Summary of Assumptions and Disclosures and Accountants' Report
5
<PAGE>
BERYLLIUM INTERNATIONAL CORPORATION
Consolidated Proforma Balance Sheet (Continued)
March 31, 1998
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
BERYLLIUM
INTERNATIONAL RHAJ, PROFORMA
CORPORATION INC. ADJUSTMENTS
MARCH 31, MARCH 31, INCREASE PROFORMA
1998 1998 (DECREASE) CONSOLIDATION
------------- ---------- ------------- -------------
<S> <C> <C> <C> <C>
CURRENT LIABILITIES
Accounts payable $ - $ 150,000 $ 25,000 $ 175,000
Accrued expenses - 30,000 - 30,000
Notes payable - current - 46,000 - 46,000
Notes payable - related parties - 1,287,297 - 1,287,297
------------- ---------- ------------- -------------
Total Liabilities - 1,513,297 25,000 1,538,297
------------- ---------- ------------- -------------
STOCKHOLDERS' EQUITY
Common stock; par value $0.01;
500,000,000 authorized;
418,737,600 issued and
outstanding 209,369 2,390,000 1,588,007 4,187,376
Additional paid-in capital
(deficiency) 826,874 - (2,649,250) (1,822,376)
Accumulated deficit (1,036,243) (1,521,025) 1,036,243 (1,521,025)
------------- ---------- ------------- -------------
Total Stockholders' Equity - 868,975 (25,000) 843,975
------------- ---------- ------------- -------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ - $2,382,272 $ - $ 2,382,272
============= ========== ============= =============
</TABLE>
See Summary of Assumptions and Disclosures and Accountants' Report
6
<PAGE>
BERYLLIUM INTERNATIONAL CORPORATION
Consolidated Proforma Statement of Operations
March 31, 1998
(Unaudited)
<TABLE>
<CAPTION>
BERYLLIUM
INTERNATIONAL RHAJ, PROFORMA
CORPORATION INC. ADJUSTMENTS
MARCH 31, MARCH 31, INCREASE PROFORMA
1998 1998 (DECREASE) CONSOLIDATION
------------- ---------- ------------- -------------
<S> <C> <C> <C> <C>
SALES $ - $ 439,093 $ - $ 439,093
COST OF SALES - 183,948 - 183,948
------------- ---------- ------------- -------------
GROSS PROFIT - 255,145 - 255,145
------------- ---------- ------------- -------------
EXPENSES
Selling expense - 515,112 - 515,112
General and administrative - 390,708 - 390,708
Depreciation - 28,000 - 28,000
------------- ---------- ------------- -------------
Total Expenses - 933,820 - 933,820
------------- ---------- ------------- -------------
LOSS FROM OPERATIONS - (678,675) - (678,675)
------------- ---------- ------------- -------------
OTHER INCOME (EXPENSE)
Loss on exchange rate - (157) - (157)
Other income - 140,000 - 140,000
------------- ---------- ------------- -------------
Total Other Income (Expense) - 139,843 - 139,843
------------- ---------- ------------- -------------
LOSS BEFORE DISCONTINUED
OPERATIONS - (538,832) - (538,832)
------------- ---------- ------------- -------------
LOSS FROM DISCONTINUED
OPERATIONS (6,823) - - (6,823)
------------- ---------- ------------- -------------
NET LOSS $ (6,823) $ (538,832) $ - $ (545,655)
============= ========== ============= =============
</TABLE>
See Summary of Assumptions and Disclosures and Accountants' Report
7
<PAGE>
BERYLLIUM INTERNATIONAL CORPORATION
Statements of Assumptions and Disclosures for the
Consolidated Proforma Financial Statements
March 31, 1998
(Unaudited)
BACKGROUND AND HISTORICAL INFORMATION
Beryllium International Corporation (Beryllium) was incorporated under
the laws of the State of Utah. The original purpose of Beryllium was to
explore and develop natural resource properties.
RHAJ, Inc. (RHAJ) was incorporated under the laws of the State of
Nevada. RHAJ runs a subsidiary, Green Gas Generator PTE, Ltd., a
corporation organized under the laws of Singapore that has utilized a
patented technology of converting ordinary water into an oxy-hydrogen
gas flame. The company is applying the technology to produce
oxy-hydrogen gas cutting systems.
PROFORMA TRANSACTIONS
The historical financial information contained herein has been
consolidated assuming the issuance of common stock of Beryllium for the
outstanding common stock of RHAJ (2,390,000 shares) as of March 31,
1998. The balance sheets of Beryllium and RHAJ are shown at March 31,
1998. The statements of operations cover the year ended March 31, 1998.
Beryllium will issue 397,800,720 shares of common stock in exchange for
the outstanding shares of RHAJ. The proforma adjustments have been
prepared under the pooling method of accounting for business
combinations and all significant intercompany transactions have been
eliminated. The proforma adjustments to record the merger of the
companies under the pooling method of accounting for business
combinations are:
1) Record the purchase of RHAJ through the issuance of 397,800,720
shares of common stock:
Common stock $ 3,978,007
Additional paid-in capital (3,978,007)
------------------
Total $ -
==================
2) Eliminate the common stock of RHAJ:
Common stock $ (2,390,000)
Additional paid-in capital 2,390,000
------------------
Total $ -
==================
8
<PAGE>
BERYLLIUM INTERNATIONAL CORPORATION
Statements of Assumptions and Disclosures for the
Consolidated Proforma Financial Statements
March 31, 1998
(Unaudited)
PROFORMA TRANSACTIONS (Continued)
3) Charge estimated costs to be incurred in connection with the shares
to be issued in the acquisition of RHAJ against additional paid-in
capital:
Accounts payable $ 25,000
Additional paid-in capital (25,000)
------------------
Total $ -
==================
4) Eliminate the accumulated deficit of Beryllium:
Accumulated deficit $ 1,036,243
Additional paid-in capital (1,036,243)
------------------
9
<PAGE>
EXHIBIT "C"
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - K
ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED MARCH 31, 1998.
COMMISSION FILE NUMBER: 0-9577
BERYLLIUM INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
UTAH 87-0294391
(State or other jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
8790 BLUE JAY LANE, SALT LAKE CITY, UTAH 84121
(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code: (801) 942-0895
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
which registered
NONE NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $ .01
(Title of Class)
24-MONTH COMMON STOCK PURCHASE WARRANTS
(Title of Class)
48-MONTH COMMON STOCK PURCHASE WARRANTS
(Title of Class)
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, as amended, during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
YES: [ ] NO: [X]
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates of the registrant. The aggregate market value
shall by computed by reference to the price at which the common equity was sold,
or the average bid and asked prices of such common equity, as of a specified
date within 60 days prior to the date of filing.
2 Form 10-K as Required by the Securities and Exchange Commission
<PAGE>
THE STOCK DOES HAVE PRESENT VALUE
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date:
20,936,880
There are no documents incorporated by reference herein.
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (ss.229.405 of this chapter) is not contained herein,
and will not 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-K or any amendment to this Form 10-K.
PART I
ITEM 1. BUSINESS
The Company at the present time is conducting no business operation. The
company was formed originally to be engaged in the acquisition and sale of
interest in oil, gas, coal oil, shale and other mineral properties located
principally in the Rocky Mountain region of the United States of America.
However, with World decline in prices for Beryllium and intense competition from
larger companies, the company went inactive in September, 1994. These factors
caused the company to be unable to continue operation. The company at the
present time is contemplating obtaining a company with a patented process for
generating hydrogen and oxygen through the electrolysis of water whereby it is
first commercial product is a generator used in the welding and steel cutting
business.
ITEM 2. PROPERTIES
The company, at the present time, has divested itself of all properties
and owns no properties at this time.
ITEM 2. LEGAL PROCEEDINGS
The company, at this time, has no legal proceeding in regard to its
operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The company, at the present time, is planning to approve proxy material
for the purpose of acquiring through a tax-free reorganization, a Nevada
Corporation, which in turn controls a Singaporian Corporation. In the past, the
company last had a Shareholders meeting on the 14th day of March, 1992. The
company is planning to have Shareholders meeting on May 30, 1998.
3 Form 10-K as Required by the Securities and Exchange Commission
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND
RELATED SECURITY HOLDERS MATTERS
At the present time, the company is not active. The company is not
active, nor is their stock being traded at this time. There is no market for the
stock at the present time.
COMMON STOCK AND OTHER SECURITIES
The Registrant's securities, consisting of common stock, 24-month common
stock purchase warrants, 48-month common stock purchase warrants and units, are
not being traded in any market.
EXTENSION OF WARRANT'S EXPIRATION DATES
In 1981, the registrant issued 1,250,000 24-month common stock purchase
warrants (the "24-month Warrants") and 1,250,000 48-month common stock purchase
warrants (the "48-month Warrants"). The expiration dates of both the 24-month
Warrants and the 48-Month Warrants have been extended from time to time by the
Registrant. The exercise price for the 24-month Warrants is $4.00 per share, and
the exercise price for the 48-month Warrants is $5.33 per share. There is not
now in effect a current registration statement with respect to any of the
warrants. To date, none of the warrants has been exercised.
ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
Years Ended March 31,
---------------------------------------------------------------
1998 1997 1996 1995 1994
---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Statement of
operations Data:
Revenues: ....... None None -0- -0- none
Net Loss: ....... 6823 1000.00 36,248. 15,506 94,764
Net Loss per
common share: ... (0.00) (.00) (.00) (.00) (.50)
Weighted Ave
Common Shares
Outstanding: .... 20,936,880 20,936,880 20,836,880 20,736,880 20,026,880
Dividends
Declared or Paid: none. none. none. none. none.
4 Form 10-K as Required by the Securities and Exchange Commission
<PAGE>
1998 1997 1996 1995 1994
---------- ---------- ---------- ---------- -----------
Balance Sheet
Data:
Total Assets: ... -0- -0- -0- -0- 121.00
Long-Term Debt: . -0- -0- -0- -0- 881,758
</TABLE>
CUMULATIVE
JULY 10, 1985
TO
MARCH 31, 1998
-----------
Statements of Operations
Data:
Revenues: ........................................... -0-
Net Loss: ........................................... 1,036,243
Net Loss Per Common
Share: .............................................. (.00)
Weighted Average Common
Shares Outstanding: ................................. 20,936,880
Dividends Declared or Paid: ......................... None.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The company, at this time, is not engaging in any activity and has been
effectively in a development stage since the 30th day of September, 1994.
The reason why the company has not done any business is that the mineral
interests that the company was working on proved not to be commercially viable
to mine or develop. The company has been in a development stage since that
period of time and because of a lack of income and activity, has not filed any
financial information since 1994.
ITEM 8. LIQUIDITY AND CAPITAL RESOURCES
The company at the present time has suffered a loss and has no operating
revenues and zero cash flows. The company, at the present time, is considering
an acquisition and/or merger that would provide operating capital for the
company for the future.
5 Form 10-K as Required by the Securities and Exchange Commission
<PAGE>
ITEM 9. RESULTS OF OPERATIONS
Currently the company is not operating and therefore, has had no revenue
since 1994 and this has continued to the present time.
ITEM 10. REVENUES AND EXPENSES
The loss of the fiscal year, 1997.
The company has filed an 8-K regarding change of auditors are
Jones, Jenson and Company, L.L.C., 50 South Main Street, Suite 1450,
Salt Lake City, Utah 84144
ITEM 11. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. REVENUES AND EXPENSES
None.
ITEM 11. DIRECTORS AND EXECUTIVE OFFICERS
OF THE REGISTRANT
CURRENT MANAGEMENT
The table below sets forth the name, age, and position of each current
director and executive officer of the Registrant and each nominee proposed for
election to the board of directors.
6 Form 10-K as Required by the Securities and Exchange Commission
<PAGE>
DIRECTOR OR
NAME AGE POSITIONS WITH COMPANY SINCE
- ---------------- --- ----------------------------------- -----
Richard D. Moody 67 Chairmen of the Board, president 1985
and Chief Executive Officer and a
director of Emery Energy, Inc., and
Moody Beryllium Corporation.
Gerald M. Park 66 Vice-President, treasurer, and a 1985
director of Emery Energy, Inc., and
of Moody Beryllium Corporation.
R. Dennis Ickes 54 Secretary and a director of Emery 1979
Energy, Inc., and Moody Beryllium
Corporation.
ITEM 12. EXECUTIVE COMPENSATION
There has been no executive compensation.
ITEM 13. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The registrant is authorized to issue 50,000,000 shares of common stock,
par value $ .01, of which 20,936,880 shares were issued and outstanding at the
close of business on March 31, 1997. Each share of common stock is entitled to
one vote.
The following table sets forth, as of March 31, 1997, the number of
shares of the Registrant's common stock, par value $.01, held of record or
beneficially by each person who was known by the Registrant to own beneficially,
more than 5% of the Registrant's common stock, and the name and share holdings
of each officer, director, and nominee, and all officers and directors as a
group. Each person listed holds sole voting and investing power over the shares
shown as being beneficially owned by such person.
7 Form 10-K as Required by the Securities and Exchange Commission
<PAGE>
NAME OF NUMBER OF PERCENT OF
BENEFICIAL OWNER SHARES CLASS
- ---------------------- --------- ----------
PRINCIPAL SHAREHOLDERS
- ----------------------
Richard D. Moody 9,641,388 48.1%
1216 Route #1
Delta, Utah 84624
Gerald M. Park 1,567,265 7.8%
8790 Blue Jay Lane
Salt Lake City, Utah 84121
OFFICERS AND DIRECTORS
Richard D. Moody ----------------See above -------------------------
Gerald M. Park ----------------See above -------------------------
R. Dennis Ickes 202,211 1.0%
R. Dennis Ickes and
Susan Marriott Ickes
All officers and directors
as a group Three (3) persons. 11,410,864 57.0%
ITEM 14. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the year ended March 31, 1997, the Registrant had no private
transactions with related parties.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K
8 Form 10-K as Required by the Securities and Exchange Commission
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
BERYLLIUM INTERNATIONAL CORPORATION
(registrant)
_____________________________
Richard D. Moody
President
_______________________
(date)
9 Form 10-K as Required by the Securities and Exchange Commission
<PAGE>
<PROXY CARD TO COME>
