Form 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
Quarterly report pursuant to Section 13 or 15 (d) of the Securities
and Exchange Act of 1934.
For the Quarter ended June 30, 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 (IRS employer I.D. Number)
incorporation or organization)
8790 Blue Jay Lane
SALT LAKE CITY, UTAH 84121
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number
including area code: (801) 733-7079
Indicate by a check whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934
during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.
YES [ ] NO [X]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the last practicable date:
20,936,880 common shares were outstanding as of June 30, 2000.
<PAGE>
BERYLLIUM INTERNATIONAL CORPORATION
INDEX
Page Number
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements:
Condensed Balance Sheets 3
June 30, 2000 (unaudited)
March 31, 2000 (unaudited)
Condensed Statements of Operations and
Accumulated Deficit (unaudited) 4
Quarter Ended June 30, 2000 July 10, 1985
(Inception) to June 30, 2000
Statements of Stockholders' Equity (Deficit) 5
Consolidated Statement of Cash Flows 10
Quarter Ended June 30, 2000
July 10, 1985 (Inception) to June 30, 2000
Notes to Condensed Financial Statements 12
Item 2.Management's Discussion and Analysis of
Financial Condition 15
Item 3.Exhibit 11: Computation of Weighted
Average Shares Outstanding
2
<PAGE>
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
BERYLLIUM INTERNATIONAL CORPORATION
(A Development Stage Company)
Balance Sheets
ASSETS
June 30, March 31,
2000 2000
----------------- -----------------
CURRENT ASSETS
<S> <C> <C>
Cash $ - $ -
----------------- -----------------
Total Current Assets - -
----------------- -----------------
TOTAL ASSETS $ - $ -
================= =================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accrued expenses $ 172,760 $ 162,877
Accounts payable 2,324 2,324
Notes payable - related party (Note 5) 119,506 119,506
----------------- -----------------
Total Current Liabilities 294,590 284,707
----------------- -----------------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock: $0.01 par value, 50,000,000
shares authorized; 20,936,880 shares issued
and outstanding 209,369 209,369
Capital in excess of par value 826,874 826,874
Deficit accumulated during the development stage (1,330,833) (1,320,950)
----------------- -----------------
Total Stockholders' Equity (Deficit) (294,590) (284,707)
----------------- -----------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ - $ -
================= =================
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
BERYLLIUM INTERNATIONAL CORPORATION
(A Development Stage Company)
Statements of Operations
From
Inception on
For the Three Months Ended July 10,
June 30, 1985 Through
------------------------------------- June 30,
2000 1999 2000
------------------ ----------------- -----------------
<S> <C> <C> <C>
REVENUES $ - $ - $ -
------------------ ----------------- -----------------
EXPENSES
General and administrative - - 250,028
------------------ ----------------- -----------------
Total Expenses - - 250,028
------------------ ----------------- -----------------
LOSS FROM OPERATIONS - - (250,028)
------------------ ----------------- -----------------
OTHER EXPENSE
Interest expense 9,883 9,575 44,561
------------------ ----------------- -----------------
Total Other Expense 9,883 9,575 44,561
------------------ ----------------- -----------------
LOSS BEFORE DISCONTINUED
OPERATIONS (9,883) (9.575) (294,589)
LOSS ON DISCONTINUED OPERATIONS - - (1,036,244)
------------------ ----------------- -----------------
NET LOSS $ (9,883) $ (9,575) $ (1,330,833)
================== ================= =================
BASIC LOSS PER SHARE $ (0.00) $ (0.00)
================== =================
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 20,936,880 20,936,880
================== =================
</TABLE>
4
<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>
5
<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>
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, 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>
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, 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>
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, 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)
Net loss for the three months ended
June 30, 2000 (unaudited) - - - - (9,883)
-------------- --------------- -------------- --------------- --------------
Balance, June 30, 2000 (unaudited) 20,936,880 $ 209,369 $ 826,874 $ - $ (1,330,833)
============== =============== ============== =============== ==============
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
BERYLLIUM INTERNATIONAL CORPORATION
(A Development Stage Company)
Statements of Cash Flows
From
Inception on
For the Three Months Ended July 10,
June 30, 1985 Through
-------------------------------------- June 30,
2000 1999 2000
------------------ ------------------ ------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Income (Loss) $ (9,883) $ (9,575) $ (1,330,833)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization - - 1,273
Expenses paid by shareholders - - 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 - - 92,916
Increase (decrease) in notes payable - - 525,630
Increase (decrease) in accrued expenses 9883 9,575 172,760
------------------ ------------------ ------------------
Cash Provided (Used) by Operating
Activities - - (389,931)
------------------ ------------------ ------------------
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 - - 15,000
------------------ ------------------ ------------------
Cash Provided (Used) by Financing Activities - - 856,676
------------------ ------------------ ------------------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS - - -
CASH AT BEGINNING OF PERIOD - - -
------------------ ------------------ ------------------
CASH AT END OF PERIOD $ - $ - $ -
================== ================== ==================
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
BERYLLIUM INTERNATIONAL CORPORATION
(A Development Stage Company)
Statements of Cash Flows
From
Inception on
For the Three Months Ended July 10,
June 30, 1985 Through
-------------------------------------- June 30,
2000 1999 2000
------------------ ------------------ ------------------
<S> <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>
11
<PAGE>
BERYLLIUM INTERNATIONAL CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2000 and March 31, 2000
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.
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.
12
<PAGE>
BERYLLIUM INTERNATIONAL CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2000 and March 31, 2000
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
$1,330,000 as of June 30, 2000 which expires in 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.
June 30,
------------------------
2000 1999
----------- -----------
Basic loss per share:
Numerator - net loss $ (9,883) $ (9,575)
Denominator - weighted average
number of shares outstanding 20,936,880 20,936,880
----------- -----------
Loss per share $ (0.00) $ (0.00)
=========== ===========
f. Revenue Recognition
The Company currently has no source of revenues. Revenue
recognition policies will be determined when principal operations
begin.
13
<PAGE>
BERYLLIUM INTERNATIONAL CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2000 and March 31, 2000
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 a merger with an existing, operating company.
NOTE 5 - NOTES PAYABLE - RELATED PARTIES
As of June 30, 2000 and 1999, notes payable to related parties
consisted of the following:
June 30,
--------------------
2000 1999
--------- ---------
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 $ - $ -
========= =========
14
<PAGE>
NOTE 2 - SUBSEQUENT EVENTS
None
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION, LIQUIDITY, AND CAPITAL RESOURCES
The Company is still in the development stage and as such has no
income. It relies completely on private placement sales of stock for spending
capital.
15
<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
16
