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, 2000.
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) 733-7079
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.
<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 ceased exploring options on it's mining rights
September, 1994. These factors caused the company to be unable to continue
operation. Since September 1994 the Company has been seeking a merger candidate
to provide operating capital for the future.
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
none
2
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND
RELATED SECURITY HOLDERS MATTERS
At the present time, the company has limited activity. The stock is being
quoted on the Pink Sheets at this time. There is no or limited 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 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 1998.
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.
3
<PAGE>
ITEM 9. RESULTS OF OPERATIONS
Currently the company has limited operations 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, 2000.
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.
4
<PAGE>
DIRECTOR OR
NAME AGE POSITIONS WITH COMPANY SINCE
---------------- --- ----------------------------------- -----
Richard D. Moody 69 Chairmen of the Board, president 1985
and Chief Executive Officer and a
director of Emery Energy, Inc., and
Moody Beryllium Corporation.
Gerald M. Park 68 Vice-President, treasurer, and a 1985
director of Emery Energy, Inc., and
of Moody Beryllium Corporation.
R. Dennis Ickes 56 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, 2000. Each share of common stock is entitled to
one vote.
The following table sets forth, as of March 31, 2000, 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.
5
<PAGE>
NAME OF
BENEFICIAL OWNER NUMBER OF PERCENT OF
PRINCIPAL SHAREHOLDERS SHARES CLASS
---------------------- ------ -----
Richard D. Moody 2,250,000 10.7%
1216 Route #1
Delta, Utah 84624
Gerald M. Park 1,567,265 7.8%
8790 Blue Jay Lane
Salt Lake City, Utah 84121
Jean Moody Family Trust 5,841,388 27.9%
5056 Three Fountain Cir
Salt Lake City, Utah 84107
Bank of Arizona NA Liquidation Acct 1,642,280 7.8%
Box 29550 Dept AZ1-2004
Phoenix, AZ 85038
OFFICERS AND DIRECTORS
----------------------
Richard D. Moody ----------------See above -------------------------
Gerald M. Park ----------------See above -------------------------
R. Dennis Ickes 847,511 4.2%
R. Dennis Ickes and 4,700 *
Susan Marriott Ickes
All officers and directors
as a group Three (3) persons. 4,669,476 22.4%
-------------------
* Less than 1%
ITEM 14. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the year ended March 31, 2000, the Registrant had no private
transactions with related parties.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Beryllium International Corporation
Registrant
October 25, 2000 By /s/ Richard D. Moody
----------------------------
Richard D. Moody
President
7
<PAGE>
BERYLLIUM INTERNATIONAL CORPORATION
(A Development Stage Company)
FINANCIAL STATEMENTS
March 31, 2000 and 1999
F-1
<PAGE>
C O N T E N T S
Independent Auditors' Report..............................................F-3
Balance Sheets............................................................F-4
Statements of Operations..................................................F-5
Statements of Stockholders' Equity (Deficit)..............................F-6
Statements of Cash Flows..................................................F-11
Notes to the Financial Statements.........................................F-13
F-2
<PAGE>
CONSENT OF INDEPENDENT AUDITORS'
Beryllium International Corporation
Salt Lake City, Utah
We consent to the use in this Registration Statement of Beryllium International
Corporation on Form 10-K, of our report dated October 23, 2000 for Beryllium
International Corporation for the years ended March 31, 2000 and 1999, which are
part of this Registration Statement, and to all references to our firm included
in this Registration Statement.
/s/ HJ & Associates, LLC
HJ & Associates, LLC
Salt Lake City, Utah
October 27, 2000
F-3
<PAGE>
<TABLE>
<CAPTION>
BERYLLIUM INTERNATIONAL CORPORATION
(A Development Stage Company)
Balance Sheets
ASSETS
March 31,
---------------------------------------
2000 1999
----------------- -----------------
CURRENT ASSETS
<S> <C> <C>
Cash $ - $ -
----------------- -----------------
Total Current Assets - -
----------------- -----------------
TOTAL ASSETS $ - $ -
================= =================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Trade payable $ 2,324 $ 887
Accrued expenses 162,877 128,198
Notes payable - related party (Note 5) 119,506 119,506
----------------- -----------------
Total Liabilities 284,707 248,591
----------------- -----------------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock: 50,000,000 shares
authorized of $0.01 par value,
20,936,880 and 20,936,880 shares
issued and outstanding, respectively 209,369 209,369
Capital in excess of par value 826,874 826,874
Deficit accumulated during the
development stage (1,320,950) (1,284,834)
----------------- -----------------
Total Stockholders' Equity (Deficit) (284,707) (248,591)
----------------- -----------------
TOTAL LIABILITIES, AND STOCKHOLDERS'
EQUITY (DEFICIT) $ - $ -
================= =================
</TABLE>
The accompanying notes are an integral part of these
financial statements.
F-4
<PAGE>
<TABLE>
<CAPTION>
BERYLLIUM INTERNATIONAL CORPORATION
(A Development Stage Company)
Statements of Operations
From
Inception on
July 10,
For the Years Ended March 31, 1985 Through
------------------------------------------------------- March 31,
2000 1999 1998 2000
---------------- --------------- --------------- ----------------
<S> <C> <C> <C> <C>
REVENUES $ - $ - $ - $ -
---------------- --------------- --------------- ----------------
EXPENSES
General and administrative 1,437 120,393 - 121,830
---------------- --------------- --------------- ----------------
Total Expenses 1,437 120,393 - 121,830
---------------- --------------- --------------- ----------------
INCOME (LOSS) FROM
DISCONTINUED OPERATIONS - - (6,823) (1,036,243)
---------------- --------------- --------------- ----------------
OTHER EXPENSES
Interest expense 34,679 128,198 - 162,877
---------------- --------------- --------------- ----------------
Total Other Expenses 34,679 128,198 - 162,877
---------------- --------------- --------------- ----------------
NET INCOME (LOSS) $ (36,116) $ (248,591) $ (6,823) $ (1,320,950)
================ =============== =============== ================
INCOME (LOSS) PER SHARE $ (0.00) $ (0.01) $ (0.00)
================ =============== ===============
WEIGHTED AVERAGE
NUMBER OF SHARES 20,936,880 20,936,880 20,936,880
================ =============== ===============
</TABLE>
The accompanying notes are an integral part of these
financial statements.
F-5
<PAGE>
<TABLE>
<CAPTION>
BERYLLIUM INTERNATIONAL CORPORATION
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
Deficit
Accumulated
Common Stock Capital in Common During the
-------------------------------- Excess of Stock Development
Shares Amount Par Value Subscriptions Stage
-------------- --------------- -------------- --------------- --------------
<S> <C> <C> <C> <C> <C>
Common stock issued on date of
incorporation at approximately
$1.00 per share to officers in
exchange for natural resource
properties valued at $55,157, the
cost basis to the individuals,
less the assumption of long-term
debt of $5,474 50,000 $ 49,683 $ - $ - $ -
Recapitalization change resulting
from merger and acquisition of
Emery net assets on December
20, 1985 3,450,000 (14,683) 14,683 - -
Change resulting from merger and
acquisition of Emery net assets on
December 20, 1985 - outstanding
shares of Emery 3,467,720 34,677 63,054 - -
Common stock issued for cash
between February and March,
1986 at $0.25 per share 200,000 2,000 48,000 - -
Issuance of common stock sub-
scriptions in March, 1986, 400,000
shares at $0.25 per share - - - 100,000 -
Acquisition and cancellation of
treasury stock (80,000) (800) (49,200) - -
Net (loss) for the period ended
March 31, 1986 - - - - (128,232)
-------------- --------------- -------------- --------------- --------------
Balance, March 31, 1986 7,087,720 $ 70,877 $ 76,537 $ 100,000 $ (128,232)
-------------- --------------- -------------- --------------- --------------
</TABLE>
The accompanying notes are an integral part of these
financial statements.
F-6
<PAGE>
<TABLE>
<CAPTION>
BERYLLIUM INTERNATIONAL CORPORATION
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)(Continued)
Deficit
Accumulated
Common Stock Capital in Common During the
-------------------------------- Excess of Stock Development
Shares Amount Par Value Subscriptions Stage
-------------- --------------- -------------- --------------- --------------
<S> <C> <C> <C> <C> <C>
Balance, March 31, 1986 7,087,720 $ 70,877 $ 76,537 $ 100,000 $ (128,232)
Common stock subscriptions issued
for cash between April and May,
1986 at $0.25 per share 400,000 4,000 96,000 (100,000) -
Common stock issued in settlement
of long-term debt and accrued
interest in August, 1986 valued at
$0.38 per share 57,142 571 21,262 - -
Common stock issued for cash between
July and September, 1986 at prices
ranging from $0.33 to $0.50 less
costs of issuance 190,000 1,900 67,900 - -
Adjustment to liability to
shareholder representing changes
in net assets of Emery Energy,
Inc. from March 31, 1986 to August
1, 1986 (the date such assets were
returned to the principal
shareholder of Emery Energy, Inc.) - - 11,920 - -
Common stock issued for services
in March, 1987 valued at $0.08
per share 40,000 400 2,933 - -
Common stock issued to the former
shareholders of Moody Beryllium
Corporation resulting from the
acquisition and realignment of
Beryllium international
Corporation (formerly Emery
Energy, Inc.) 10,370,880 103,709 (103,709) - -
Net (loss) for the year ended
March 31, 1987 - - - - (229,183)
-------------- --------------- -------------- --------------- --------------
Balance, March 31, 1987 18,145,742 181,457 172,843 - (357,415)
Common stock issued for cash in
July, 1987 at $0.25 per share 80,000 800 19,200 - -
Common stock issued for services
between July, 1987 and March,
1988 at $0.25 per share 21,600 216 5,184 - -
Net (loss) for the year ended
March 31, 1988 - - - - (364,957)
-------------- --------------- -------------- --------------- --------------
Balance, March 31, 1988 18,247,342 $ 182,473 $ 197,227 $ - $ (722,372)
-------------- --------------- -------------- --------------- --------------
</TABLE>
The accompanying notes are an integral part of these
financial statements.
F-7
<PAGE>
<TABLE>
<CAPTION>
BERYLLIUM INTERNATIONAL CORPORATION
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)(Continued)
Deficit
Accumulated
Common Stock Capital in Common During the
-------------------------------- Excess of Stock Development
Shares Amount Par Value Subscriptions Stage
-------------- --------------- -------------- --------------- --------------
<S> <C> <C> <C> <C> <C>
Balance, March 31, 1988 18,247,342 $ 182,473 $ 197,227 $ - $ (722,372)
Common stock issued for cash
between May and June, 1988 at
$0.25 per share 40,000 400 9,600 - -
Common stock issued for services
in June, 1988 at $0.25 per share 10,000 100 2,400 - -
Common stock issued in settlement
of payable to officers and directors
in November, 1988 at $0.25 per
share 1,315,485 13,155 315,717 - -
Net (loss) for the year ended
March 31, 1989 - - - - (49,217)
-------------- --------------- -------------- --------------- --------------
Balance, March 31, 1989 19,612,827 196,128 524,944 - (771,589)
Common stock issued for cash
between June and August,
1989 at $0.10 per share 150,000 1,500 13,500 - -
Common stock issued for cash in
June, 1989 at $0.25 per share 5,442 54 1,306 - -
Common stock issued in settlement
of trade accounts payable in
November, 1989 at $0.25 per share 3,254 33 781 - -
Common stock issued for services in
November, 1989 at between $0.10
and $0.25 per share 55,357 554 8,005 - -
Common stock issued for natural
resource properties in January,
1990 at $0.25 per share 150,000 1,500 36,000 - -
Net (loss) for the year ended
March 31, 1990 - - - - (53,269)
-------------- --------------- -------------- --------------- --------------
Balance, March 31, 1990 19,976,880 199,769 584,536 - (824,858)
Common stock issued in settlement
of trade accounts payable in
October, 1990 at $0.10 per share 50,000 500 4,500 - -
Net (loss) for the year ended
March 31, 1991 - - - - (56,875)
-------------- --------------- -------------- --------------- --------------
Balance, March 31, 1991 20,026,880 $ 200,269 $ 589,036 $ - $ (881,733)
-------------- --------------- -------------- --------------- --------------
</TABLE>
The accompanying notes are an integral part of these
financial statements.
F-8
<PAGE>
<TABLE>
<CAPTION>
BERYLLIUM INTERNATIONAL CORPORATION
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)(Continued)
Deficit
Accumulated
Common Stock Capital in Common During the
-------------------------------- Excess of Stock Development
Shares Amount Par Value Subscriptions Stage
-------------- --------------- -------------- --------------- --------------
<S> <C> <C> <C> <C> <C>
Balance, March 31, 1991 20,026,880 $ 200,269 $ 589,036 $ - $ (881,733)
Net (loss) for the year ended
March 31, 1992 - - - - (45,995)
-------------- --------------- -------------- --------------- --------------
Balance, March 31, 1992 20,026,880 200,269 589,036 - (927,728)
Expenses paid on behalf of the
Company by the shareholders - - 76,209 - -
Payable to officers and directors
reclassified as contributed capital
in excess of par value - - 73,564 - -
Net (loss) for the year ended
March 31, 1993 - - - - (101,663)
-------------- --------------- -------------- --------------- --------------
Balance, March 31, 1993 20,026,880 200,269 738,809 - (1,029,391)
Note payable and accrued interest
paid on behalf of the Company by
one of the shareholders - - 18,688 - -
Expenses paid on behalf of the
Company by the shareholders - - 6,618 - -
Net (loss) for the year ended
March 31, 1994 - - - - (19,771)
-------------- --------------- -------------- --------------- --------------
Balance, March 31, 1994 20,026,880 200,269 764,115 - (1,049,162)
Common stock issued for services
valued at $0.10 per share 120,000 1,200 10,800 - -
Common stock issued for trade
payables at $0.10 per share 380,000 3,800 34,200 - -
Common stock issued for trade
payables in August, 1994 at par 10,000 100 - - -
Common stock issued for services
in August, 1994 at par 200,000 2,000 - - -
Expenses paid on behalf of the
Company by the shareholders - - 1,506 - -
Net (loss) for the year ended
March 31, 1995 - - - - (15,506)
-------------- --------------- -------------- --------------- --------------
Balance, March 31, 1995 20,736,880 $ 207,369 $ 810,621 $ - $ (1,064,668)
-------------- --------------- -------------- --------------- --------------
</TABLE>
The accompanying notes are an integral part of these
financial statements.
F-9
<PAGE>
<TABLE>
<CAPTION>
BERYLLIUM INTERNATIONAL CORPORATION
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)(Continued)
Deficit
Accumulated
Common Stock Capital in Common During the
-------------------------------- Excess of Stock Development
Shares Amount Par Value Subscriptions Stage
-------------- --------------- -------------- --------------- --------------
<S> <C> <C> <C> <C> <C>
Balance, March 31, 1995 20,736,880 $ 207,369 $ 810,621 $ - $ (1,064,668)
Common stock issued in settlement
of trade accounts payable in
March, 1996 at approximately
$0.02 per share 100,000 1,000 930 - -
Expenses paid on behalf of the
Company by the shareholders - - 1,000 - -
Net income for the year ended
March 31, 1996 - - - - 36,248
-------------- --------------- -------------- --------------- --------------
Balance, March 31, 1996 20,836,880 208,369 812,551 - (1,028,420)
Common stock issued in settlement
of trade accounts payable in June,
1996 at par 100,000 1,000 - - -
Trade payables paid on behalf of the
Company by the shareholders - - 6,500 - -
Expenses paid on behalf of the
Company by the shareholders - - 1,000 - -
Net (loss) for the year ended
March 31, 1997 - - - - (1,000)
-------------- --------------- -------------- --------------- --------------
Balance, March 31, 1997 20,936,880 209,369 820,051 - (1,029,420)
Capital contributed to pay
Company expenses - - 6,823 - -
Net loss for the year ended
March 31, 1998 - - - - (6,823)
-------------- --------------- -------------- --------------- --------------
Balance, March 31, 1998 20,936,880 209,369 826,874 - (1,036,243)
Net loss for the year ended
March 31, 1999 - - - - (248,591)
-------------- --------------- -------------- --------------- --------------
Balance, March 31, 1999 20,936,880 209,369 826,874 - (1,284,834)
Net loss for the year ended
March 31, 2000 - - - - (36,116)
-------------- --------------- -------------- --------------- --------------
Balance, March 31, 2000 20,936,880 $ 209,369 $ 826,874 $ - $ (1,320,950)
============== =============== ============== =============== ==============
</TABLE>
The accompanying notes are an integral part of these
financial statements.
F-10
<PAGE>
<TABLE>
<CAPTION>
BERYLLIUM INTERNATIONAL CORPORATION
(A Development Stage Company)
Statements of Cash Flows
From
Inception on
July 10,
For the Years Ended March 31, 1985 Through
---------------------------------------------------- March 31,
2000 1999 1998 2000
----------------- -------------- --------------- --------------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Income (Loss) $ (36,116) $ (248,591) $ (6,823) $ (1,320,950)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization - - - 1,273
Expenses paid by shareholders - - 6,823 93,156
Common stock issued for services - - - 33,792
Organization costs - - - (200)
Loss on disposal of real estate - - - 52,000
Loss on disposition of assets - - - 6,823
Gain on forgiveness of debt - - - (37,248)
Changes in operating assets and liabilities:
Increase (decrease) in trade payables 1,437 887 - 92,916
Increase (decrease) in notes payable - - - 402,436
Increase (decrease) in accrued expenses 34,679 128,198 - 166,565
----------------- -------------- --------------- --------------
Cash Provided (Used) by Operating Activities - (119,506) - (509,437)
---------------- ------------- -------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of natural resource properties - - - (1,140,803)
Proceeds from disposal of real estate - - - 668,000
Claims and development costs - - - (18,942)
Proceeds from Gold Fields joint venture
agreement - - - 25,000
---------------- ------------- -------------- -------------
Cash Provided (Used) by Investing Activities - - - (466,745)
---------------- ------------- -------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Common stock issued for cash - - - 266,160
Proceeds from long-term debt - - - 1,268,138
Payments on long-term debt - - - (642,622)
Reacquisition and cancellation of common stock - - - (50,000)
Proceeds from note payable - related party - 119,506 - 134,506
---------------- ------------- -------------- -------------
Cash Provided (Used) by Financing Activities - 119,506 - 976,182
---------------- ------------- -------------- -------------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS - - - -
CASH AT BEGINNING OF PERIOD - - - -
---------------- ------------- -------------- -------------
CASH AT END OF PERIOD $ - $ - $ - $ -
================ ============= ============== =============
</TABLE>
The accompanying notes are an integral part of these
financial statements.
F-11
<PAGE>
<TABLE>
<CAPTION>
BERYLLIUM INTERNATIONAL CORPORATION
(A Development Stage Company)
Statements of Cash Flows
From
Inception on
July 10,
For the Years Ended March 31, 1985 Through
---------------------------------------------------- March 31,
2000 1999 1998 2000
----------------- -------------- --------------- --------------
<S> <C> <C> <C> <C>
Cash Payments For:
Income taxes $ - $ - $ - $ 764
Interest $ - $ - $ - $ 77,927
Non-Cash Financing Activities:
Common stock issued in settlement of
long-term debt $ - $ - $ - $ 21,833
Common stock issued in exchange for natural
resource properties $ - $ - $ - $ 37,500
Common stock issued in settlement of trade
payables $ - $ - $ - $ 46,844
Trade payables paid on behalf of the Company
by the shareholders $ - $ - $ - $ 6,500
Common stock issued in settlement of payables
to officers and directors $ - $ - $ - $ 328,872
Forgiveness of debt by officers an directors
of the company $ - $ - $ - $ 73,564
Note payable and accrued interest paid by
a director of the Company $ - $ - $ - $ 15,000
</TABLE>
The accompanying notes are an integral part of these
financial statements.
F-12
<PAGE>
BERYLLIUM INTERNATIONAL CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2000 and 1999
NOTE 1 - ACQUISITION OF MOODY BERYLLIUM CORPORATION
On December 20, 1985, pursuant to an acquisition and merger
agreement, Emery Energy, Inc. (Emery) acquired all of the common
stock of Moody Beryllium Corporation (Moody), a company that was
organized July 10, 1985 to hold interests in, explore, and
develop natural resource properties, in exchange for 13,870,880
shares of Emery's common stock. On that date, 3,500,000 shares
were issued to the Moody shareholders with the remaining
10,370,880 shares to be issued subsequent to Emery's obtaining
shareholder approval to increase the number of authorized shares.
On December 19, 1986, Emery held its annual meeting and increased
the authorized common stock from 10,000,000 to 50,000,000 shares.
Because the shares issued in the acquisition of Moody represented
80% of the then outstanding shares of Emery, Moody was deemed,
for financial reporting purposes only, to have acquired Emery and
its two wholly owned subsidiaries, H&H Drilling, Inc. (H&H) and
La Jolla Energy Resources, Inc. Accordingly, the acquisition of
Emery by Moody at a cost of $97,731, determined based on the fair
value of the net assets acquired, which was more reliably
determinable than the value of the shares issued, was accounted
for as a purchase with the net assets of Emery and its
subsidiaries being recorded at fair value at the acquisition
date. Due to the depletion of oil and gas reserves on Emery's
developed properties, the decline in the prices received for oil
and gas production, and the general economic conditions of the
oil and gas and mining industries, no value was assigned to
Emery's natural resource properties at the date of acquisition by
Moody.
The operating results of the new entity (the Company) reflect the
development stage activities of Moody from incorporation on July
10, 1985 through March 31, 1997 and Emery from the date of the
combination through August 1, 1986, the date on which the net
assets of Emery were transferred to its principal shareholder via
a transfer of H&H's common stock. The subsidiaries were dissolved
in 1992.
NOTE 2 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Emery was incorporated on February 17, 1972 in the State of Utah.
The principal business of Emery, in conjunction with H&H, was
acquisition, operation, and sales of interests in oil and gas,
coal, and other mineral properties located principally in the
Rocky Mountain region.
Moody (a development stage company) was incorporated in the State
of Utah on July 10, 1985. Moody was merged into La Jolla Energy
Resources, Inc., an inactive wholly-owned subsidiary of Emery, on
March 28, 1986. La Jolla then changed its name to Moody. The
principal business of Moody was to explore and develop natural
resource properties. During the year ended March 31, 1992, Moody
Corporation was dissolved.
On December 19, 1986, the Company changed its name to Beryllium
International Corporation.
Presently, the Company has no active operations and is seeking a
merger with an existing, operating company. The Company has
elected a March 31 year end.
F-13
<PAGE>
BERYLLIUM INTERNATIONAL CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2000 and 1999
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting.
b. Provision for Taxes
The Company has a net operating loss carryover of approximately
$1,031,000 as of March 31, 2000 which expires in full by 2020.
The potential tax benefit has been offset by a valuation
allowance for the same amount.
c. Cash Equivalents
The Company considers all highly liquid investments with a
maturity of three months or less when purchased to be cash
equivalents.
d. Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
e. Basic Loss Per Share
Basic loss per share has been calculated based on the weighted
average number of shares of common stock outstanding during the
period.
March 31,
------------------------
2000 1999
----------- -----------
Basic loss per share:
Numerator - net loss $ (36,116) $ (248,591)
Denominator - weighted average
number of shares outstanding 20,936,880 20,936,880
----------- -----------
Loss per share $ (0.00) $ (0.01)
=========== ===========
f. Revenue Recognition
The Company currently has no source of revenues. Revenue
recognition policies will be determined when principal operations
begin.
F-14
<PAGE>
BERYLLIUM INTERNATIONAL CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2000 and 1999
NOTE 4 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern
which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. The Company has not
established revenues sufficient to cover its operating costs and
allow it to continue as a going concern. Management intends to
seek out and consummate a merger with an existing, operating
company.
NOTE 5 - NOTES PAYABLE - RELATED PARTIES
At March 31, 2000 and 1999, notes payable to related parties
consisted of the following:
<TABLE>
<CAPTION>
March 31,
---------------------
2000 1999
--------- ----------
<S> <C> <C>
Note payable to a director of the Company,
bearing interest at prime plus 4.0%,
unsecured, past due. $ 37,500 $ 37,500
Note payable to a director of the Company,
bearing interest at prime plus 4.0%,
unsecured, past due. 82,006 82,006
--------- ----------
Total notes payable to related parties 119,506 119,506
Less: current portion (119,506) (119,506)
--------- ----------
Total Long-Term Debt $ - $ -
========= ==========
</TABLE>
F-15
