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, 1997.
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.
1 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 the
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.
2 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
Years Ended March 31,
1997 1996 1995 1994 1993
Statement of
operations Data:
Revenues: ....... None -0- -0- none 18,490.
Net Loss: ....... 1000.00 36,248. 15,506. 94,764 17,200
Net Loss per
common share: ... (.00) (.00) (.00) (.50) (.00)
Weighted Ave ....
Common Shares
Outstanding: .... 20,936,880 20,836,880 20,736,880 20,026,880 20,026,880
Dividends
Declared or Paid: none. none. none. none. none.
3 Form 10-K as Required by the Securities and Exchange Commission
<PAGE>
Balance Sheet
Data:
1997 1996 1995 1994 1993
Total Assets: .......... -0- -0- -0- 121.00 41.00
Long-Term Debt: ........ -0- -0- -0- 881,758 785,443
CUMULATIVE
July 10, 1985
to
MARCH 31, 1997
Statements of Operations
Data:
Revenues: -0-
Net Loss: 1,029,470
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.
4 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.
<TABLE>
<CAPTION>
NAME AGE DIRECTOR OR
- ---- --- -----------
POSITIONS WITH COMPANY SINCE
---------------------- -----
<S> <C> <C>
5 Form 10-K as Required by the Securities and Exchange Commission
<PAGE>
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.
</TABLE>
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.
6 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
7 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)
/s/ RICHARD D. MOODY
Richard D. Moody
President
___________________________
(date)
8 Form 10-K as Required by the Securities and Exchange Commission
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM MARCH 31, 1997 AND 1996 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> MAR-31-1997
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<RECEIVABLES> 0
<ALLOWANCES> 0
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<CURRENT-ASSETS> 0
<PP&E> 0
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<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 20,936,880
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
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</TABLE>
