10-K 1 0001.txt FORM 10-K FOR YEAR ENDED MARCH 31, 2000 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. 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 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 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 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 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 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 BERYLLIUM INTERNATIONAL CORPORATION (A Development Stage Company) FINANCIAL STATEMENTS March 31, 2000 and 1999 F-1 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 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
BERYLLIUM INTERNATIONAL CORPORATION (A Development Stage Company) Balance Sheets ASSETS March 31, --------------------------------------- 2000 1999 ----------------- ----------------- CURRENT ASSETS 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) $ - $ - ================= =================
The accompanying notes are an integral part of these financial statements. F-4
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 ---------------- --------------- --------------- ---------------- 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 ================ =============== ===============
The accompanying notes are an integral part of these financial statements. F-5
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 -------------- --------------- -------------- --------------- -------------- 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) -------------- --------------- -------------- --------------- --------------
The accompanying notes are an integral part of these financial statements. F-6
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 -------------- --------------- -------------- --------------- -------------- 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) -------------- --------------- -------------- --------------- --------------
The accompanying notes are an integral part of these financial statements. F-7
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 -------------- --------------- -------------- --------------- -------------- 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) -------------- --------------- -------------- --------------- --------------
The accompanying notes are an integral part of these financial statements. F-8
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 -------------- --------------- -------------- --------------- -------------- 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) -------------- --------------- -------------- --------------- --------------
The accompanying notes are an integral part of these financial statements. F-9
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 -------------- --------------- -------------- --------------- -------------- 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) ============== =============== ============== =============== ==============
The accompanying notes are an integral part of these financial statements. F-10
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 ----------------- -------------- --------------- -------------- 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 $ - $ - $ - $ - ================ ============= ============== =============
The accompanying notes are an integral part of these financial statements. F-11
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 ----------------- -------------- --------------- -------------- 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
The accompanying notes are an integral part of these financial statements. F-12 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 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 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:
March 31, --------------------- 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 $ - $ - ========= ==========
F-15