UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

[X] x ]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year endedDecember 31, 20102011

[    ]   TRANSITION REPORT UNDERPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to________to ________

Commission file number:000-53811

BE RESOURCES INC.

(Exact name of registrant as specified in its charter)

(575) 744-4014(416) 361-0737

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:None

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
Title of each class

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [   ]             No [X][ x ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes [    ]              No [X][ x ]

Indicate by check mark whether the registrant has (1) filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 [X][ x ]              No [    ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [ x ]              No [   ]

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§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. [X][    ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [   ]              No  [X][ x ]

As of June 30, 2010,2011, the last business day of the registrant’s second fiscal quarter, the aggregate market value of the registrant’s common equity held by non-affiliates was $11,150,524$4,369,666 based on the closing price of $0.29Cdn$0.11 per share as reported on the TSX Venture Exchange.Exchange and the Bank of Canada noon rate of exchange reported on June 30, 2011, which was Cdn$0.9643 = U.S.$1.00. As of March 29, 2011,23, 2012, there were 50,045,75060,045,750 shares of the registrant’s Common Stockcommon stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:Portions of the Proxy Statement for the 20112012 Annual Meeting of Shareholders are incorporated into Part III, Items 10 through 14 of this report.

TABLE OF CONTENTS

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ADDITIONAL INFORMATION

     Descriptions of agreements or other documents contained in this report are intended as summaries and are not necessarily complete. Please refer to the agreements or other documents filed or incorporated herein by reference as exhibits. Please see the exhibit index at the end of this report for a complete list of those exhibits.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements that involve risks and uncertainties. These statements may be made expressly in this document or may be incorporated by reference to other documents that BE Resources Inc. (“BE” or the “Company”) files with the Securities and Exchange Commission (“SEC”) and on the System for Electronic Document Analysis and Retrieval (“SEDAR”). The statements contained in this report that are not purely historical are forward-looking statements within the meaning of Section 27A of the United States Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and applicable Canadian securities laws. When used in this report, the words “plan,” “target,” “anticipate,” “believe,” “estimate,” “intend,” “expect” and similar expressions are intended to identify such forward-looking statements. Such forward-looking statements include, without limitation, the statements regarding BE Resources Inc.’sregarding: the Company’s strategy and future plans for exploration,plans; receipt of proceeds and future revenue; future expenses and costs,costs; future liquidity and capital resources,resources; the Company’s belief that its subcontract arrangements with its consultants, including environmental and estimatespermitting, accounting and legal firms, are suitable for the foreseeable future; BE’s expectation that it will continue to incur losses unless and until such time, if ever, as it identifies commercial amounts of mineralized material.material and successfully extracts such material for sale to third parties, or otherwise generates sufficient revenues from another business venture; that the Company will require significant additional capital to fund its future operations, if any; the Company’s anticipation that it will not declare or pay cash dividends in the foreseeable future; the Company’s belief that its common stock would be characterized as a “micro-cap” security; that the Company’s focus will turn to acquiring an interest in more traditional precious and base metal exploration properties; the Company’s estimate that it has sufficient funding to continue its operations for the next two years, and that the Company expects to solicit additional financing after such period; the likelihood that the Company’s warrants and options will not be exercised; BE’s expectation that for the foreseeable future it will finance all of its operations through the sale of common stock and warrants; the estimated useful life of the Company’s equipment; the Company’s belief that it is continually taking actions that are appropriate to satisfy applicable federal, state and local environmental regulations; the Company’s anticipation that compliance with federal, state and local environmental regulations will not have a material adverse effect upon capital expenditures, results of operations, financial condition or the competitive position of the Company in the mineral resource industry; and BE’s estimated property maintenance costs for its mineral rights. All forward-looking statements in this report are based upon information available to BE Resources Inc. on the date of this report, and the companyCompany assumes no obligation to update any such forward-looking statements whether as a result of new information, future events or otherwise. Forward-looking statements involve a number of assumptions, risks and uncertainties, and there can be no assurance that such statements will prove to be accurate. BE Resources Inc.’sThe Company’s actual results could differ materially from those discussed in this report. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the “Item 1A. Risk Factors” section of this Form 10-K.

In addition to the specific factors identified under “Item 1A. Risk Factors” in this report, other uncertainties that could affect the accuracy of forward-looking statements include:

• decisions of foreign countries and banks within those countries;
• unexpected changes in business and economic conditions;
• any changes in interest andrates, currency exchange rates;rates or inflation;
• timing and amount of production, if any;
• technological changes in the mining industry;
• ourCompany’s costs;
• changes in exploration and overhead costs;
• accessthe willingness and ability of third parties to and availability of materials, equipment, supplies, labor and supervision, power and water;
• results of future exploration and feasibility studies;honor their contractual commitments;
• the level of demandCompany’s ability to raise additional capital, as it may be affected by current conditions in the stock market and competition for our products;risk capital;
• changes in ourthe Company’s business strategy;
• local and community impact;impacts and issues;
• interpretation of drill hole resultsenvironmental and other regulations, as the geology, gradesame presently exist and continuity of mineralization;
• the uncertainty of mineralized material estimates and timing of development expenditures;may hereafter be amended; and
• commodity price fluctuations.volatility of the Company’s stock price.

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This list, together with the factors identified under “Item 1A. Risk Factors,” is not exhaustive of the factors that may affect any of ourthe Company’s forward-looking statements. You should read this report completely and with the understanding that ourthe Company’s actual future results may be materially different from what we expect.it expects. These forward-looking statements represent ourthe Company’s beliefs, expectations, opinions and what we believeit believes to be reasonable assumptions only as of the date of this report. We doThe information contained in this document or incorporated herein by reference is a statement of the Company’s present intention and is based on present facts and assumptions, and may change at any time and without notice, based on changes in such facts or assumptions. The Company does not intend to update these forward lookingforward-looking statements except as required by law. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements. We qualifyThe Company qualifies all of ourits forward-looking statements by these cautionary statements.

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CONVERSION FACTORS

The following units of measure may be used in this report:

__________________________
(1) The applicable exchange rate is based upon the noon buying rate of the Bank of Canada as of December 31, 2010.30, 2011. Note that specific calculations pertaining to the disclosure of particular transactions or events throughout this report may utilize an exchange rate different from that set forth above as may be appropriate under the circumstances. In the event a different exchange rate is utilized, the applicable exchange rate and the date will be set forth in a footnote to the disclosure. As of March 30, 2011,26, 2012, the applicable exchange rate was U.S.$11.00 = Cdn$ 0.9761.0.9922.

iiiUnless otherwise indicated, all monetary references herein are denominated in United States Dollars. References to “$” or “Dollars” or “U.S.$” are to United States Dollars and references to “Cdn$” are to Canadian Dollars.

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PART I

ITEM 1. BUSINESS

History and Organization

BE Resources Inc. (“we,” “us,” “BE” or the “Company”) iswas previously a mineral exploration company engaged in the exploration and evaluation of mineral properties in the State of New Mexico. We wereBE was incorporated under the laws of the State of Colorado on August 8, 2007. On October 1, 2007, wethe Company acquired a 100% interest in mineral leases and claims covering an area of approximately 20,000 acres in the State of New Mexico (the “Acquired Property”) from Great Western Exploration, LLC (“GWE”). In May 2008, wethe Company staked 690 additional lode claims overlying certain of the association placer claims previously acquired from GWE, of which 5five were subsequently dropped and in 2010, wethe Company staked an additional 207 lode claims. We refer to theThe mineral leases and claims acquired from GWE along with the additional claims staked by usthe Company are referred to as the “New Mexico Beryllium Project.” We wereBE was organized primarily to evaluate the grade and tonnage of beryllium in the New Mexico Beryllium Project.

WeThe Company completed ourits initial public offering on October 26, 2009 by selling 5,750,000 shares of common stock at a price of Cdn$0.30 per share for gross proceeds of Cdn$1,725,000. Trading of ourthe Company’s common stock commenced on the TSX -VentureVenture Exchange on October 26, 2009 under the symbol “BER-V.”

OurThe Company’s principal office address is 107 Hackney Circle, Elephant Butte, New Mexico 87935. Our360 Bay Street, Suite 500, Toronto, Ontario M5H 2V6. The Company’s registered and records office address is 1700c/o The Corporation Company, 1675 Broadway, Suite 2100,1200, Denver, Colorado 8029080202 and ourthe Company’s telephone number is (575) 744-4014. We maintain(416) 200-7200. BE maintains a web site atwww.beresources.comwww.beresources.ca. We do not makeThe Company makes some of its periodic filings it makes with the SEC and Canadian regulatory authorities available on our website the periodic filings we make with the Securities and Exchange Commission (“SEC”) or Canadian regulatory authorities. However,its website. In addition, you can view all of the Company’s periodic filings on the SEC’s website atwww.sec.govor on the System for Electronic Document Analysis and Retrieval (“SEDAR”). WeSEDAR at www.sedar.com. The Company will also deliver free of charge to any interested party in either paper or electronic form ourits periodic reports upon written or oral request to ourits corporate secretary.

Recent Developments

Drilling at Warm SpringsSprings.. In September 2010, pursuant to permits granted by the New Mexico Energy, Minerals and Natural Resource Department, Mining and Minerals Division (“MMD”), wethe Company commenced drilling at the Warm Springs area of ourthe Company’s New Mexico Beryllium Project. OurThe Company’s initial drilling effort consisted of five core holes in an area of the property previously identified by the United States Bureau of Mines (“USBM”) as containing higher than average amounts of beryllium and identified a zone of mineralization in excess of 100 feet thick. This initial phase of the drilling program was designed to confirm the outer dimensions of the beryllium-bearing zone and to determine the extent and size of the beryllium mineralization.

As the results of the initial 5-holefive-hole program were inconclusive, wethe Company applied for, and werewas granted, a modification to ourits original permit to drill an additional twelve holes within the boundaries of the initial permit area. The specific target of this second phase willwas to be the area surrounding the first hole drilled in the 5-holefive-hole program. The holes in the second phase arewere anticipated to range in depth from 200 to 650 feet and willwere to be spaced on a 75-foot grid around and extending to the north of the first drill hole. As of March 30, 2011, we arethe Company was also working with the MMD as they reviewreviewed permitting for an additional eight holes.

The Warm Springs area consists of 680 acres located in Socorro County, New Mexico. The vast majority of this area, totaling 520 acres, is privately owned by the Sullivan family and leased to usthe Company (the “Sullivan Lease”). Additionally, we arethe Company is the holder of New Mexico State mining leases and various lode and association placer claims in the area which weit acquired as part of the Acquired Property from GWE. In June 2009, wethe Company obtained a technical report on the Warm Springs area recognizing the presence of beryllium mineralization in amounts greater than what would be expected in average soil samples. The Technical Report is discussed in more detail in“Item 2. Properties.”

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The remaining portions of ourthe Company’s New Mexico Beryllium Project, which we referare referred to as the outlying hydrothermal areas, consist of three state mining leases and 817 unpatented mining claims located in Socorro County and Sierra County, New Mexico. The unpatented mining claims are located on land owned by the United States Department of Interior, Bureau of Land Management, which we referis referred to as the “BLM”.“BLM.” The outlying hydrothermal areas lie to the south and east of the Warm Springs area and total approximately 19,008 acres. WeThe Company acquired the three state leases and 132 of the unpatented mining claims as part of ourits acquisition transaction with GWE. The remaining unpatented mining claims were staked by usBE in 2008 and in 2010.

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The exploration permits allowing usthe Company to drill on the outlying hydrothermal areas were approved in 2010. However, since our current efforts are focused on the Warm Springs area, we haveCompany elected not to post the bonds required to commence drilling under those permits. We believe that we can pay those bonds

On August 24, 2011, the Company’s previous President and commence drilling at our discretion.

Additional Financing.In June 2010, we completed a private placement in which we sold 10 million units at a priceChief Executive Officer, David Q. Tognoni, resigned from such position. Also effective August 24, 2011, the Board of Cdn$0.30 per unit for gross proceeds of Cdn$3,000,000. Each unit sold in the placement consisted of one share of our common stock and one-half of one common stock purchase warrant. Each warrant entitled the holder to purchase an additional share of common stock at a price of Cdn$0.50 per share. As part consideration for services rendered in the placement, we issued compensation options to the placement agent and other membersDirectors of the selling group to purchase up to 983,334 units at a price of Cdn$0.30 per unit.

In December 2010, we acceleratedCompany appointed Jon Pereira as the expiration datePresident and Chief Executive Officer of the warrants issued in connectionCompany.

During the fiscal year ended December 31, 2011, the Company determined not to proceed with the placement and sold an additional 4,960,000 shares of our common stock pursuant to the exercise of those warrants. At the same time, we completed the sale of an additional 1,590,750 shares of our common stock pursuant to the exercise of compensation options issued to the placement agent and members of the selling group in connection with the placement, together with the exercise of warrants received upon exercise of the compensation options. Total proceeds from these transactions in December were Cdn$3,051,808. We have used proceeds from the original placement, and intend to use proceeds from the exercise of the compensation options and the warrants, to continue our exploration activities and for general corporate purposes.

Overview of the Beryllium Market

Beryllium is a lightweight metal possessing unique mechanical and thermal properties. According to the U.S. Department of the Interior's 2008 Minerals Yearbook (the "Yearbook"), the physical and mechanical properties of beryllium include high stiffness-to-weight and strength-to-weight ratios, stability within a broad range of temperatures, resistance to corrosion and fatigue, excellent electric conductivity and one of the highest melting points of all light metals. Beryllium products are used in a variety of high performance applications in the defense, aerospace, industrial, scientific equipment, electronics (including acoustics), medical, automotive, optical scanning and oil and gas markets. It is estimated that close to half of the beryllium sold is used in computer and telecommunications products, with the remainder used in aerospace and defense applications, automotive electronics, industrial components and other applications.

Only two beryllium minerals are commercially important: bertrandite, which contains less than 1% beryllium (and approximately 40% beryllium oxide or BeO) and is the principal beryllium mineral mined in the United States, and beryl, which contains about 4% beryllium and is the principal beryllium mineral mined outside of the United States (“U.S.”). According to the Yearbook, the U.S. is one of only three countries known to process beryllium ores and concentrates into beryllium products. A subsidiary of Materion Corporation, formerly Brush Engineered Materials Inc. produces beryllium hydroxide from bertrandite mined from open pit mines in the Spor Mountain area of Utah and from purchased beryl ore. The beryllium hydroxide is used as a raw material to make beryllium-copper master alloy, beryllium metal or beryllium oxide.

According to the Yearbook, beryl is frequently stockpiled for later processing. China is thought to be a significant producer, but does not report its beryl production. As a result, world production and the U.S. share of world production have a high degree of uncertainty. According to the Yearbook, the United States accounted for 89% of estimated world production in 2008.

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Large quantities of beryllium are imported and exported annually on the world market. Since a very limited public market and essentially no spot or futures market exists for beryllium trading, beryllium is priced based on the negotiated price in private contracts between the mine and the producer. Thus, the price largely reflects the operating expenses, supply and demand of beryllium at the time it is being sold. The most recent report on beryllium prices by the United States Geological Survey discloses that estimates of beryllium prices rose from $154 per pound in 2009 to $230 per pound in 2010. However, the report states that these figures may not reflect true transaction prices as they represent estimates of the prices extrapolated from the price of a beryllium alloy.

Regulation of the Mining Industry in New Mexico/United States

U.S. federal laws deal with both the acquisition of mineral rights in federal lands and the development of the mineral interests secured in these lands in the U.S. The principal U.S. federal law dealing with the acquisition of mineral rights is the Mining Law of 1872. In general, it states that unless otherwise provided, all valuable mineral deposits in lands owned by the U.S. shall be free and open to mineral exploration by U.S. citizens. This law and accompanying regulations and court interpretations provide the means and methods for securing interests in these lands owned by the U.S.

On state land in New Mexico, State Trust Land Leases administered by the Commissioner of Public Land of the New Mexico State Land Office can be granted for exploration and development activities under the State Trust Land Leasing Statutes. The leases provide for the controlled development of state property and the protection of natural resources. In applyingBeryllium Project. BE is currently searching for a lease, the applicant must submit its plans for the leased land and receive the approval of the Commissioner. The leases are granted for an initial term of three years and cannew business venture, which may potentially be renewed.

Our mineral interests are comprised of a combination of private land leases, State Trust Land Leases and federal claims.

Exploration and potential development of the mineral interests controlled by us are governed by both federal and New Mexico state laws. A comprehensive body of law requires the securing of various permits relating to the exploration of mineral properties and the operation of mines at both the federal and state level. In order to secure a permit involving any federal lands, the National Environmental Policy Act (federal) may require the preparation of an Environmental Assessment (“EA”) or an Environmental Impact Statement (“EIS”) for any potential development of a mining site. Generally, an EA briefly outlines the need for the proposed action, evaluates the environmental impacts of the proposed action and potential alternatives, and provides a listing of agencies and persons consulted in preparing the EA. If the EA results in a determination that the environmental consequences of the proposed exploration may be significant, an EIS is required to be prepared. An EIS analyzes the environmental impact of the proposed action in greater detail, describes any adverse environmental effects which cannot be avoided should the proposed action be implemented and provides alternatives to the proposed action. The preparation of the EIS is generally a collaborative effort between the federal and state government with a primary agency from the state or federal government taking the lead role in the development of the EIS and acting to secure input and coordinate action between the agencies.

At the state level, environmental matters fall under the Environmental Improvement Act and the New Mexico Mining Act (“Act”) which is administered by the MMD and the New Mexico Department of Energy, Minerals and Natural Resources under regulations contained in the New Mexico Administrative Code. Permits are required for mineral exploration and mining activities, and applicants for permits must demonstrate that their activities will be in compliance with all state and federal environmental laws and regulations. Applicants must provide detailed site assessments, reclamation plans and address approximately 24 additional requirements, including potential impacts on the site, surface water, groundwater, wildlife, nearby communities, traditional cultural and historic properties, and others, as set out in NMSA 1978 §§ 69-36-1, et seq. The Act also provides for significant public input and input from various state and federal agencies regarding the project.

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Environmental and Other Matters

Like all other mining companies doing business in the U.S., we are subject to a variety of federal, state and local statutes, rules and regulations designed to protect the quality of the air and water, and threatened or endangered species, in the vicinity of our operations. These include “permitting” or pre-operating approval requirements designed to ensure the environmental integrity of a proposed mining facility, operating requirements designed to mitigate the effects of discharges into the environment during exploration and any mining operations, and reclamation or post-operation requirements designed to remediate the lands affected by a mining facility once commercial mining operations have ceased. Following completion of any exploration or development activities at the New Mexico Beryllium Project, we will also have to comply with the reclamation program under the Act to return the land to its original state.

Federal legislation in the U.S. and implementing regulations adopted and administered by the Environmental Protection Agency, the Forest Service, the BLM, the Fish and Wildlife Service, the Army Corps of Engineers and other agencies — in particular, legislation such as the federal Clean Water Act, the Clean Air Act, the National Environmental Policy Act, the Endangered Species Act, the National Forest Management Act, the Wilderness Act, the Resource Conservation and Recovery Act, the National Historic Preservation Act and the Comprehensive Environmental Response, Compensation and Liability Act—have a direct bearing on domestic mining operations. These federal initiatives are often administered and enforced through state agencies operating under parallel state statutes and regulations.

State legislation in New Mexico, including the Act and the regulations contained in the New Mexico Administrative Code as they apply to the mining industry are administered by the New Mexico Environment Department and the MMD and will also have to be complied with. As stated above, much of the state legislation compliments federal legislation and both sets of statutes and regulations are often administered at the state level.

As part of our exploration activities, we are required to monitor certain wildlife species, ground and surface water in the area surrounding our activities. Any adverse impact noted with regard to this species or the water could adversely affect our exploration and any future development efforts.

Competition

The beryllium market is currently centered in the United States. According to the Yearbook, production in the United States accounted for approximately 89% of world production in 2008. We believe that an estimated 80% of the reported world supply of beryllium is mined in Utah by Materion Brush Inc., an Ohio company wholly owned by Materion Corporation, formerly known as Brush Engineered Materials Inc., which we believe holds a monopoly on the beryllium market. In the event that we are successful in identifying and developing one or more economical deposits of beryllium on our property, we could face significant competition from Materion and other larger, more established companies.another business area.

Employees

WeThe Company currently have one employee, our president and chief executive officer. We subcontract the remainder of ourhas no employees, as it subcontracts its services to a variety of consultants, including environmental and permitting, accounting and legal firms. We believeThe Company believes this arrangement is suitable for the foreseeable future.

Facilities

We currently shareDuring the fiscal year ended December 31, 2011, the principal executive office space atof the home of our president. We currently pay him $15,000 per month for the use of this space and for all administrative services necessaryCompany was moved to operate our executive office. We expect this arrangement to be suitable for our needs for the foreseeable future.360 Bay Street, Suite 500, Toronto, Ontario M5H 2V6.

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ITEM 1A. RISK FACTORS

This report, including Management’s Discussion and Analysis of Financial Condition and Results of Operation, containcontains forward-looking statements and a description of ourthe Company’s business operations which may be materially affected by several risk factors, including those summarized below.

WeThe Company currently has no active business operations, and only limited prospects for business operations.

BE was previously a mineral exploration company engaged in the exploration and evaluation of mineral properties in the State of New Mexico. During the fiscal year ended December 31, 2011, the Company determined not to proceed with exploration of the New Mexico Beryllium Project. BE is currently searching for a new business venture, which could potentially be in the mining industry or another business area.

Therefore, BE is not currently engaged in any business operations. The Company cannot offer any assurances that it will ever find another business opportunity that management determines to be worth pursuing. The Company can also offer no assurance that if it identifies a new project and/or completes the acquisition of another business, that it will be able to do so on commercially-reasonable terms in a manner that could be advantageous to the shareholders of the Company.

The Company has never engaged in the profitable operation of a business, and there can be no assurance that it will ever be able to do so. At this time, BE has not identified or implemented a successful business plan. Although the Company has reviewed several possibilities for business operations, it has not yet been able to execute upon a business opportunity or transaction. There is no guarantee that BE will develop and sustain a suitable business operation.

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The Company is subject to the risks inherent in the creation of a new business.

The Company is subject to substantially all the risks inherent in the creation of a new business. The implementation of BE’s business strategy is still in the development stage. BE’s business and operations should be considered to be in the development stage and subject to all of the risks inherent in the establishment of a new business venture. Accordingly, BE’s intended business and operations may not prove to be successful in the near future, if at all. Any future success that the Company might enjoy will depend upon many factors, several of which may be beyond its control, or which cannot be predicted at this time, and which could have a material adverse effect upon BE’s financial condition, business prospects, and operations and the value of an investment in the Company.

Since the Company is a relatively new business with limited operating history, investors have no provenbasis to evaluate the Company’s ability to operate profitably.

The Company was incorporated in 2007 and has had no revenue from operations since its inception. The Company’s activities to date have been limited to organizational efforts, acquiring its land position, raising financing, obtaining permits and conducting exploration activities. The Company faces all of the risks commonly encountered by other new businesses, including the lack of an established operating history, the need for additional capital and personnel, and intense competition.

The Company’s independent registered accountant has raised substantial doubt about the Company’s ability to continue as a going concern in its report on BE’s financial statements for the year ended December 31, 2011.

This doubt is based in part on the recognition that the Company has no established source of revenue, has an accumulated deficit of $15,716,196 at December 31, 2011, and is dependent on raising capital from its shareholders or probable reserves, and any funds spent by us on exploration or development couldother sources to continue in business. In the event that the Company is unable to raise additional capital, the Company may be lost.We have not established the presence of any proven or probable mineral reserves, as defined by the SEC, atforced to curtail its activities. In any of our properties. In whatthose events, your investment in the Company may decline.

The Company has a history of losses and may incur losses in the future.

The Company has incurred losses since inception and may incur net losses in the future. The Company incurred the following losses from operations during each of the following periods:

• approximately $3.7 million for the year ended December 31, 2011;
• approximately $6.7 million for the year ended December 31, 2010; and
• approximately $1.5 million for the year ended December 31, 2009.

The Company had an accumulated deficit of approximately $15.7 million as of December 31, 2011.

The Company expects to continue to incur losses unless and until such time, if ever, as it is known as Industry Guide 7,able to generate sufficient revenues from another business venture. The amount and timing of future expenditures will depend on a number of factors, including the SEC has defined a “reserve” as that parttiming of identification of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. Any mineralized material discovered or produced by us should not be considered proven or probable reserves.

In order to demonstrate the existence of proven or probable reserves, it would be necessary for us to perform additional exploration to demonstrate the existence of sufficient mineralized material with satisfactory continuity and then obtain a positive feasibility study. Exploration is inherently risky, with few properties ultimately proving economically successful. Establishing reserves also requires a feasibility study demonstrating with reasonable certainty that the deposit can be economically and legally extracted and produced. We have not completed a feasibility study with regard to all or a portion of any of our properties to date.new business. The absence of proven or probable reserves makes it more likely that our propertiesCompany may never be profitable and that the money we have spent on exploration and development may never be recovered.achieve profitability.

OurThe Company’s future exploration activities, if any, may not be commercially successful.

Mineral exploration is highly speculative in nature, involves many risks and is frequently non-productive. Unusual or unexpected geologic formations, and the inability to obtain suitable or adequate machinery, equipment or labourlabor are risks involved in the conduct of exploration programs. The success of mineral exploration and development is determined in part by the following factors:

• the identification of potential mineralization based on analysis;
• the availability of exploration permits;
• the quality of ourthe Company’s management and ourits geological and technical expertise; and
• the capital available for exploration.

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Substantial expenditures and time are required to establish proven and probable reserves through drilling and analysis, to develop metallurgical processes to extract metal, and to develop the mining and processing facilities and infrastructure at any site chosen for mining. Whether a mineral deposit will be commercially viable depends on a number of factors, which include, without limitation, the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices, which fluctuate widely; and government regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection.

Since we are a new business with no operating history, investors have no basis to evaluate our ability to operate profitably.We were incorporated in 2007 and have had no revenue from operations since our inception. Our activities to date have been limited to organizational efforts, acquiring our land position, raising financing, obtaining permits and commencingMining exploration activities. We face all of the risks commonly encountered by other new businesses, including the lack of an established operating history, need for additional capital and personnel, and intense competition.

Our operations are subject to strict permitting requirements which could require usthe Company to delay, suspend or terminate ourfuture operations on ourits mining properties.properties, if anyOur.

Mining operations, including ongoing exploration drilling programs, require permits from state or federal governments, including monitoring of wildlife species and water. We haveThe Company has experienced significant delays in obtaining drilling permits in the past, and may experience such delays in the future. WeThe Company may be unable to maintain our existing permits or obtain additional permits on reasonable terms in the future, on terms that provide usthe Company sufficient resources to develop ourits properties, or at all. Even if we arethe Company is able to obtain such permits, the time and funding required by the permitting process is significant. If wethe Company cannot obtain or maintain the necessary permits, or if there is a delay in receiving these permits, ourthe timetable and business plan for exploration, of our propertiesif any, will be adversely affected, which may adversely affect ourits results of operations, financial condition and cash flow.

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Our independent registered accountant has raised substantial doubt about our ability to continue as a going concern in its report on our financial statements for the year ended December 31, 2010.This doubt is based in part on the recognition that we are an exploration-stage company, have no established source of revenue, have an accumulated deficit of $12,823,328 at December 31, 2010, and are dependent on raising capital from our shareholders or other sources to continue in business. In the event that we are unable to raise additional capital, develop one or more of our properties and generate revenue, we may be forced to curtail our exploration activities, liquidate one or more of our properties or cease operations altogether. In any of those events, your investment in our company may decline.

WeThe Company will require significant additional capital to fund our business plan.its future operations, if any.

At December 31, 2010, we2011, the Company had limited working capital, no producing properties and no cash flow from operations. WeIf it determines to continue with mineral exploration, the Company will be required to expend significant amounts for drilling, geological and geochemical analysis, assaying, additional permitting and bonding and, if warranted, feasibility studies. WeThe Company may not benefit from such investments if we areit is unable to identify commercially exploitable mineralized material. If we arethe Company is successful in identifying reserves, weit will require significant additional capital to extract the reserves. That funding, in turn, depends upon a number of factors, including the state of the national and worldwide economy and capital markets, and the price of beryllium. Wemarkets. The Company may not be successful in obtaining the required financing for these and other purposes, in which case ourits ability to continue operating would be adversely affected. Failure to obtain such additional financing would result in delay or indefinite postponement of further exploration or if applicable, development and the possible, partial or total loss of our interest in the New Mexico Beryllium Project.development. The possible development or a possible joint venture of our property will require additional financing and weCompany may not be able to obtain such financing on terms favorable to usthe Company or at all. We areThe Company is unable at this time to estimate with any reasonable degree of certainty the amount of capital required in the future. However, we believethe Company believes that the amount will be significant. Also, any adverse developments in ourthe Company’s exploration or other efforts may force usthe Company to sell ourits stock at a discount to raise additional funds.

We have a history of lossesThe Company may acquire additional exploration stage properties and it may incur losses in the future.face negative reactions if resources or reserves are not located on acquired properties.We have incurred losses since inception and

The Company may incur net losses in the future. We incurred the following losses from operations during each of the following periods:

• approximately $6.7 million for the year ended December 31, 2010;
• approximately $1.5 million for the year ended December 31, 2009; and
• approximately $2.2 million for the year ended December 31, 2008.

We had an accumulated deficit of approximately $12.8 million as of December 31, 2010.

We expect to continue to incur losses unless and until such time, if ever, as one of our properties enters into commercial production and generates sufficient revenues to fund continuing operations. The amount and timing of future expendituresacquire additional exploration stage properties. There can be no assurance that it will depend on a number of factors, including the progress of permitting and exploration activities, the timing of any future development, if economical, the commercial viability of production and other factors. We may never achieve profitability.

At the present time, we are totally dependent upon the discovery of beryllium or other metals in commercially viable quantities from a single project, raising the risk if the area proves unproductive.Since we have never produced beryllium or other metals from the New Mexico Beryllium Project or any other property, and since we have no proven or probable reserves, we may not be able to economically produce berylliumidentify and complete the acquisition of such properties at reasonable prices or other metals under existingon favorable terms and future costs and expenses. If we arethat resources or reserves will be identified on any properties that the Company acquires. The Company may also experience negative reactions from the financial markets if it is unable to economically produce beryllium from the New Mexico Beryllium Project, we would be forced to identify and invest substantial sums in one or moresuccessfully complete acquisitions of additional properties and weor if resources or reserves are not located on acquired properties. These factors may be unable to obtain such properties on terms favorable to us.

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The volatility of the price of beryllium could adversely affect our future operations and our ability to explore and develop the New Mexico Beryllium Project.The commercial feasibility of the New Mexico Beryllium Project and our ability to raise funding to conduct exploration and development is dependent on the price of beryllium and other metals. The price of beryllium may also have a significant influence on the market price of our common stock and the value of our assets. Our decision to put a mine into production and to commit the funds necessary for that purpose must be made long before the first revenue from production would be received. A decrease in the price of beryllium may prevent the New Mexico Beryllium Project from being explored, economically mined or result in the write-off of assets whose value is impaired as a result of lower beryllium prices. We believe that an estimated 80% of the reported world supply of beryllium is mined in Utah by Materion Brush Inc., which we believe presently dominates the world beryllium market. The current market price of beryllium is affected by this monopoly and could significantly decrease upon the discovery of other large proven commercially viable reserves and the entry of new participants into the market. The exact world supply of beryllium is unknown. The majority of beryllium mining outside of the United States is not publicly reported. There is speculation that stockpiles of beryllium still exist in Russia and Kazakhstan. There is also speculation that China may currently be mining beryllium. If proven reserves or stockpiles of beryllium are discovered outside of the U.S., such a discovery could impact the market price of beryllium. The price of beryllium may also be affected by factors such as inflation, fluctuation in value of the U.S. Dollar and foreign currencies, global and regional demand, and the political and economic conditions of beryllium producing countries throughout the world. The volatility of mineral prices represents a substantial risk, which no amount of planning or technical expertise can completely eliminate.

The existing monopoly for mining of beryllium may create barriers to entry which are difficult to overcome.If we are successful in identifying one or more economical deposits of beryllium, and decide to market this beryllium ourselves, it will be necessary for us to overcome barriers created by the existing monopoly for this product. Since it is likely that our initial production will be limited, the holder of the monopoly could reduce its price, making it more difficult for us to operate at a profit. It will also be necessary for us to identify purchasers willing to purchase our product when little public information exists about the market for this product. The existence of limited market may also make it more difficult for us to identify individuals with the technical expertise and experience necessary to mine and market the product. For all of these reasons, the discovery of an economical deposit does not ensure that we can operate at a profit.

Legislation has been proposed that would significantly affect the mining industry.Periodically, members of the U.S. Congress have introduced bills which would supplant or alter the provisions of the General Mining Law of 1872, which governs unpatented mining claims. One such amendment has become law and has imposed a moratorium on the patenting of mining claims, which reduced the security of title provided by unpatented claims. Another proposed amendment has sought to impose a federal 4% to 8% gross royalty on production of minerals from public lands, impose additional claim maintenance fees on unpatented mining claims, and declare certain lands as unsuitable for mining. If such proposed legislation is enacted, it could substantially increase the cost of holding unpatented mining claims by requiring payment of royalties, and could significantly impair our ability to develop mineral resources on unpatented mining claims. The enactment of any legislation imposing such royalties or fees could adversely affect the potential developmenttrading price of mining claims and could adversely affect our business.the Company’s common stock or its financial condition or results of operations.

We areMineral exploration is subject to extensive governmental regulations in addition to permitting requirements which could require usthe Company to delay, suspend or terminate our operations.its future operations, if anyThe.

Mineral exploration, and possible future development and production of the New Mexico Beryllium Project, areis subject to various federal and state laws governing prospecting, development, production, labor standards and occupational health, mine safety, toxic substances, land use, water use, taxes and others. For example, applicable federal legislation in the United States would require usa company to immediately suspend operations, including exploration activities, upon discovery of any remains, funerary objects, or objects of ceremonial, historic or cultural importance to Native Americans. The application of these laws may require usthe Company to delay, suspend or terminate our operations.its future operations, if any. The enactment of additional laws and regulations, amendments to current laws and regulations, and/or more stringent application of existing laws or regulation could adversely impact our exploration timetable and business plan.the Company’s future operations.

The mining and production of beryllium are subject to occupational health and safety legislation due to the hazardous nature of air-borne beryllium and the health risks associated with exposure.The U.S. Department of Health and Human Services and the International Agency for Research on Cancer have reported that beryllium is a human carcinogen. Beryllium exposure increases the risk of developing chronic beryllium disease and significantly elevated risks of lung cancer. Exposure to beryllium dust through skin contact increases the risk of skin disease. As a result of the health risks, the U.S. Environmental Protection Agency and U.S. Occupational Safety and Health Administration issue health and safety standards for exposure to beryllium. Complying with these standards will require additional expenditure on testing and the installation of safety equipment. Failure to comply with health and safety standards could result in statutory penalties and civil liability.

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OurMineral exploration and development activities are subject to environmental risks, which could expose usthe Company to significant liability and delay, suspension or termination of our operations.its future operations, if anyThe.

Mineral exploration, possible future development and production phases of our business willby the Company, if any, would be subject to federal, state and local environmental regulation. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set out limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments, and a heightened degree of responsibility for companies and their officers, directors and employees. Future changes in environmental regulations, if any, may adversely affect our operations.the Company’s future operations, if any. If we failthe Company fails to comply with any of the applicable environmental laws, regulations or permit requirements, wethe Company could face regulatory or judicial sanctions. Penalties imposed by either the courts or administrative bodies could delay or stop ourthe Company’s future operations, if any, or require a considerable capital expenditure. There is a possibility that those opposed to exploration and mining will attempt to interfere with ourthe Company’s future operations, if any, whether by legal process, regulatory process or otherwise.

WeThe Company could be subject to environmental lawsuits.

Neighboring landowners and other third parties could file claims based on environmental statutes and common law for personal injury and property damage allegedly caused by the release of hazardous substances or other waste material into the environment on or around ourthe Company’s properties. WeThe Company may not be successful in defending any claims that are brought against us.the Company. A successful claim against usthe Company could have an adverse effect on ourits business prospects, financial condition and results of operation.

We areGlobal climate change is an international concern, and could impact the Company’s ability to conduct future operations.

Global climate change is an international issue and receives an enormous amount of publicity. The Company would expect that the imposition of international treaties or U.S. federal, state or local laws or regulations pertaining to mandatory reductions in energy consumption or emissions of greenhouse gases could affect the feasibility of its mining projects, if any, and increase its operating costs.

The Company is subject to risks related to community action.

All industries, including the mining industry, are subject to community actions. In recent years, communities and non-governmental organizations have become more vocal and active with respect to mining activities at or near their communities. These parties may take actions such as road blockades, applications for injunctions seeking work stoppage and lawsuits for damages. These actions can relate not only to current activities but also in respect of decades old mining activities by prior owners of subject mining properties.

If we lose ourthe Company loses its key executive, wethe Company may not be able to find a suitable replacement on acceptable terms.Our

The Company’s success is dependent to a large degree on the efforts and abilities of David Q. Tognoni, our presidentJon Pereira, the President and chief executive officer.Chief Executive Officer of the Company. If Mr. TognoniPereira were to die, become disabled or leave the Company, wethe Company would be forced to identify and retain an individual to replace him. WeThe Company may not find a suitable individual to replace Mr. TognoniPereira or to add to ourits employee base if that becomes necessary. We haveThe Company has no insurance on Mr. TognoniPereira at this time. Therefore, if the services of Mr. TognoniPereira were to be lost, ourthe Company’s plans and operations, if any, could be adversely affected.

A portion of the New Mexico Beryllium Project is comprised of a lease on privately owned lands.The Sullivan Lease continues until January 2, 2024 and continues thereafter unless terminated by either party based on a default by the other of any of the obligations of the other under the lease. Upon the expiration of the lease, in the event that for any reason we are unable to extend the lease or purchase the land from the owner, we would be forced to forfeit the underlying minerals and our ability to explore and develop the property would be adversely affected.

Title to mineral properties can be uncertain, and we are at risk of loss of ownership of our property.Our ability to explore and potentially develop beryllium and other valuable minerals depends on the validity of title to the New Mexico Beryllium Project. In addition to the Sullivan Lease, the New Mexico Beryllium Project includes state leases and unpatented mining claims. Unpatented mining claims are unique property interests and are generally considered to be subject to greater risk than other real property interests because the validity of unpatented mining claims is often uncertain. Unpatented mining claims provide only possessory title and their validity is often subject to contest by third parties or the federal government. These uncertainties relate to such things as the sufficiency of mineral discovery, proper posting and marking of boundaries, assessment work and possible conflicts with other claims not determinable from descriptions of record. There may be challenges to the title to our property which could prove both time-consuming and costly to defend. Additionally, if valuable mineral deposits are discovered on our property, a successful challenge to our title could adversely impact exploration, extraction, development, operations and the value of our assets and future earnings and revenue potential. Our investigation of the status of title to the New Mexico Beryllium Project should not be construed as a guarantee of title. Title to the New Mexico Beryllium Project may be challenged by a third party. Our interests may be subject to unregistered agreements or transfers or may be affected by undetected defects.

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Any mineral production fromSome of the New Mexico Beryllium Project is subject to royalty payments in favorCompany’s executive officers do not devote all of third parties in additiontheir time to the lessorCompany’s business, which may hinder its ability to operate successfully.

The Company’s Chief Financial Officer is involved in other business activities, which may result in his spending less time than may be required to manage the Company’s business successfully. This could have a material adverse effect on the Company’s business, financial condition and results of operations. In addition, the amount of time the Company’s Chief Financial Officer will allocate among the Company’s business and other businesses could vary significantly from time to time depending on various circumstances and needs of the property, which may reducebusinesses, such as the revenue, if any, that we receive from the Project or reduce the valuerelative levels of strategic activities of the Project if we attempt to sell it to a third party.In addition to royalties payable to landownersbusinesses. There are no formal requirements or lessors, David Tognoni, our president and chief executive officer, is the owner of a 1% gross royalty on the New Mexico Beryllium Project which he acquired as part consideration for his service as an officer and employee of our company. Further, GWE and certain others hold a 10% net profits royalty in the New Mexico Beryllium Project which they received as part considerationguidelines for the transferallocation of the Acquired Property. These royalties are payable indefinitely based on adjusted revenue generated from the New Mexico Beryllium ProjectCompany’s officers’ time between its business and any additional claims that may be staked in an area of interest surrounding the New Mexico Beryllium Project, as defined in the respective agreements. In addition, under the Sullivan Lease, we are obligated to pay a 4% gross production royalty, with a $12,000 annual minimum, from the sale or disposition of minerals taken from the Warm Springs area. Finally, the leases with the State of New Mexico which cover a portion of the Project require payment of a 2% royalty on production, subject to certain offsets. If we are successful in identifying sufficient mineralization to warrant placing the property into production, the obligation to pay royalties to the holders of the royalties would reduce the revenue we receive and may reduce the value of the New Mexico Beryllium Project if we endeavor to sell it to a third party.other businesses.

The nature of mineral exploration and production activities involves a high degree of risk and the possibility of uninsured losses.losses.

The business of exploring for minerals including beryllium, involves a high degree of risk. Few properties are ultimately developed into producing mines. Whether a mineral deposit can be commercially viable depends upon a number of factors, including the particular attributes of the deposit, including size, grade and proximity to infrastructure, metal prices, which can be highly variable, and government regulation, including environmental and reclamation obligations. Uncertainties as to the metallurgical amenability of any minerals discovered may not warrant the mining of these minerals on the basis of available technology. OurThe Company’s future operations, if any, are subject to all of the operating hazards and risks normally incident to exploring for and developing mineral properties, such as, but not limited to:

• encountering unusual or unexpected formations;
• environmental pollution;
• personal injury, flooding and landslides;
• variations in grades of minerals; and
• labor disputes; and
• a decline in the price of beryllium.disputes.

WeThe Company currently havehas no insurance to guard against any of these risks. If we determinethe Company determines that capitalized costs associated with any of ourthe Company’s future mineral interests, if any, are not likely to be recovered, wethe Company would incur a write-down on ourthe Company’s investment in such property interests. All of these factors may result in losses in relation to amounts spent whichthat are not recoverable.

We doThe Company does not insure against all risks to which weit may be subject in our planned operations.subject.The

Mineral exploration phaseactivities of our businessthe Company, if any, will involve a significant amount of risk. WeThe Company currently maintainmaintains no insurance on any of our current or proposed operations. Even if we acquirethe Company acquires insurance in the future, such insurance may not cover all potential risks associated with exploration activities. WeThe Company may also not be able to maintain insurance to cover risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, the insurance against risks such as environmental pollution or other hazards as a result of exploration is generally not available on acceptable terms to companies in the mining industry. WeThe Company might also become subject to liability for environmental pollution or other hazards associated with mineral exploration and production, whichif any, that may not be insured against, which may exceed the limits of ourBE’s insurance coverage, or which weBE may elect not to insure against because of premium costs or other reasons. Losses from these events may cause usthe Company to incur significant costs that could materially adversely affect ourthe Company’s financial condition and ourits ability to fund any exploration, and any development and production activities. A significant loss could force usthe Company to reduce or terminate our operations.its future operations, if any.

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OurMineral exploration and development depends upon the availability and maintenance of certain infrastructure that is necessary for purposes of such activities.

Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants, which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect the Company’s future operations, if any, financial condition and results of operations.

The Company’s directors and officers face potential conflicts of interest in their capacities as such.

David Tognoni, Edward Godin, and Carmelo Marrelli, Jon Pereira and Mani Verma serve as officers and/or directors for usthe Company as well as other mineral exploration and development companies. Conflicts of interests could arise between these persons’ duties as officers and directors of our companythe Company and their respective positions as officers and directors of such other entities. These conflicts may arise from corporate opportunities that may be presented to such individuals or because of the time they must devote to their position with each company. In addition to these potential conflicts, these individuals have in the past, and may in the future, enter into agreements with our company,the Company, either as individuals or as officers or directors of other companies. For example, David Tognoni was a manager of GWE, from which weBE purchased the Acquired Property. WeThe Company also entered into an employment agreement with Mr. Tognoni and granted stock options to each of ourits officers and directors. None of these agreements were negotiated at arms’ length.

Competition in the mining industry is intense, and we havethe Company has limited financial and personnel resources with which to compete.

Competition in the mining industry for desirable properties, investment capital, equipment and personnel is intense. Numerous companies headquartered in the United States, Canada and elsewhere throughout the world compete for properties on a global basis. We areThe Company is currently an insignificant participant in the beryllium mining industry due to ourthe Company’s limited financial and personnel resources. WeThe Company may be unable to attract the necessary investment capital to fully develop the New Mexico Beryllium Project, be unable to acquire otherany desirable properties, be unable to attract and hire necessary personnel, or be unable to purchase necessary equipment.

Colorado law and ourthe Company’s Articles of Incorporation may protect ourits directors from certain types of lawsuits at the expense of the shareholders.shareholders.

The laws of the State of Colorado provide that directors of a company shall not be liable to the company or shareholders of the company for monetary damages for all but limited types of conduct. OurThe Company’s Articles of Incorporation permit usit to indemnify ourthe Company’s directors and officers against all damages incurred in connection with ourthe Company’s business to the fullest extent provided or allowed by law. The exculpation provisions may have the effect of preventing shareholders from recovering damages against ourthe Company’s directors caused by their negligence, poor judgment or other circumstances. The indemnification provisions may require usthe Company to use limited assets to defend ourits directors and officers against claims, including claims arising out of their negligence, poor judgment or other circumstances.

We areThe Company is required to evaluate ourits internal controls under Section 404 of the Sarbanes-Oxley Act of 2002, and any adverse results from such evaluation could result in a loss of investor confidence in ourits financial reports and have an adverse effect on the price of ourits shares of common stock.stock.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we arethe Company is and will be required to furnish a report by management on ourthe Company’s internal controls over financial reporting. Such report contains, among other matters, an assessment of the effectiveness of ourthe Company’s internal control over financial reporting, including a statement as to whether or not ourits internal control over financial reporting is effective. This assessment must include disclosure of any material weaknesses in ourits internal control over financial reporting identified by ourthe Company’s management.

WeThe Company will be required to evaluate and test ourits internal controls on an ongoing basis. During the evaluation and testing process, if we identifythe Company identifies one or more material weaknesses in ourits internal control over financial reporting, weit will be unable to assert that such internal control is effective and wethe Company could lose investor confidence in the accuracy and completeness of ourits financial reports, which would have a material adverse effect on ourthe Company’s stock price.

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Gain recognized by non-U.S. shareholders on the sale or other disposition of shares of ourthe Company’s common stock may be subject to U.S. federal income tax.taxWe believe.

The Company believes that we areit is currently a “U.S. real property holding corporation” under section 897(c) of the Internal Revenue Code (“USRPHC”) and there is a substantial likelihood that wethe Company will continue to be a USRPHC. Generally, gain recognized by a non-U.S. holder on the sale or other disposition of ourthe Company’s common stock will be subject to U.S. federal income tax on a net income basis at normal graduated U.S. federal income tax rates if we arethe Company is a USRPHC at any time during the 5-year period ending on the date of the sale or disposition of the common stock (or the non-U.S. holder’s holding period for the common stock if shorter). Under an exception to these USRPHC rules, if the common stock is “regularly traded” on an “established securities market,” the common stock will not be treated as a USRPHC. This exception is not available, however, to a non-U.S. holder that held or was deemed to hold, directly or under certain constructive ownership rules, more than 5% of the common stock at any time during the 5-year period ending on the date of the sale or other disposition (or the non-U.S. holder’s holding period of the common stock if shorter). OurThe Company’s common stock may never be “regularly traded” on an “established securities market” as recognized by the Internal Revenue Code.

10Mineral operations are subject to market forces outside of the Company’s control, which could negatively impact the Company’s future operations, if any.

The marketability of minerals is affected by numerous factors beyond the control of the entity involved in their mining and processing. These factors include market fluctuations, government regulations relating to prices, taxes, royalties, allowable production, imports, exports and supply and demand. One or more of these risk elements could have an impact on costs of an operation and if significant enough, reduce the profitability of the operation and threaten its continuation.

OurUncertain global economic conditions will affect the Company and its common stock price.

Current conditions in the domestic and global economies are uncertain. There continues to be a high level of market instability and market volatility with unpredictable and uncertain financial market projections. Global financial problems and lack of confidence in the strength of global financial institutions have created many economic and political uncertainties that have impacted the global economy. As a result, it is difficult to estimate the level of growth for the world economy as a whole. It is even more difficult to estimate growth in various parts of the world economy, including the markets in which the Company participates. The prevailing economic uncertainties render estimates of future expenditures difficult.

There are significant uncertainties regarding the price of certain minerals and the availability of equity financing for the purposes of mineral exploration and development. The prices of certain minerals have fluctuated substantially over the past several months and financial markets have deteriorated to the point where it has become difficult for companies to raise new capital. Concern about global growth has led to fluctuations in the commodity markets. Unprecedented uncertainty in the credit markets has also led to increased difficulties in borrowing and raising funds. Companies worldwide have been affected particularly negatively by these trends. As a result, the Company may have difficulties raising equity financing for the purposes of any future mineral exploration and development, particularly without excessively diluting present shareholders of the Company. These economic trends may limit the Company’s ability to develop and/or further explore its mineral property interests.

The Company’s stock price has been and may continue to be volatile and as a result you could lose all or part of your investment.The market prices for the securities of companies engaged in mineral exploration and development can be volatile.

The value of your investment could decline due to the impact of any of the following factors upon the market price of ourthe Company’s common stock:

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• changes in the worldwide price for beryllium;
• disappointing results from our exploration or development efforts;
• failure to meet ourthe Company’s operating budget or achieve profitability;
• decline in demand for ourthe Company’s common stock;
• the issuance of additional securities;
• downward revisions in securities analysts’ estimates, if any, or changes in general market conditions;
• technological innovations by competitors or in competing technologies;
• investor perception of ourthe Company’s industry or ourthe Company’s prospects; and
• general economic trends.trends;
• changes in the worldwide price for certain minerals; and
• disappointing results from BE’s future exploration or development efforts, if any.

In addition, stock markets have experienced extreme price and volume fluctuations and the market prices of securities have been highly volatile. These fluctuations are often unrelated to operating performance and may adversely affect the market price of ourthe Company’s common stock. As a result, investors may be unable to resell their shares at a fair price.

We haveThe Company has never paid dividends on ourits common stock and wethe Company may never pay them in the future.We have

The Company has never declared or paid cash dividends on ourits common stock and dodoes not anticipate doing so in the foreseeable future. OurThe Company’s ability to pay dividends is dependent on ourits ability to successfully develop one or more propertiesidentify a new business venture, and generate revenue from operations.such venture. Further, ourthe Company’s initial earnings, if any, may be retained to finance ourthe Company’s growth. Any future dividends will be directly dependent upon any future earnings, ourthe Company’s then-existing financial requirements and other factors and are solely within the discretion of our boardits Board of directors.Directors.

A large number of ourthe Company’s shares will be eligible for future sale and may depress the price of ourthe Company’s common stock.

In addition to the shares issued in ourthe Company’s initial public offering, a large amount of ourits common stock is currently eligible for sale under Rule 144 of the United States Securities Act of 1933 (the “Securities Act”).Act. Under Rule 144, a shareholder owning restricted stock who is not an affiliate of ourthe Company is permitted to sell all of the common stock owned by him or her following expiration of the shorter of: (i) one year from the date of acquisition; or (ii) six months from the date of acquisition, assuming we havethe Company has been required to file reports with the SEC for at least 90 days and have filed all reports required to be filed with the SEC up to the time of the proposed sale. Affiliates of ourthe Company are permitted to sell securities owned by them in limited quantities at a similar time under Rule 144. As of March 29, 2011, we15, 2012, the Company also havehas outstanding options to purchase an aggregate of 5,950,0007,170,000 shares of common stock, a significant portion of which are exercisable at a price below the public offering price of ourthe Company’s common stock and have issued compensation warrants for 440,4995,685,499 additional shares of ourthe Company’s common stock. The sale of common stock in the future may depress the price of ourthe Company’s common stock, may result in a loss in your investment and may make it difficult for usthe Company to sell common stock in the future.

Since no broker or dealer has committed to create or maintain aNo market in our stock, our stock may never be quotedexists in the OTC Bulletin Board,United States for BE’s common stock and purchasers of ourthe Company’s common stock may have difficulty selling their shares, should they desire to do so.It is our intention to seek one or more broker-dealers to apply

Currently, no market exists in the U.S. for BE’s common stock, except for the sporadic quotation of ourtransactions on the Pink Sheets. The Company cannot offer any assurance that any market will develop in the U.S. Should a trading market develop, the trading price of BE’s securities at least initially will likely be impacted by very low sales volumes, general market conditions, and other events and factors. In addition, the realization of any of the risks described in these “Risk Factors” could have a significant and adverse impact on such market prices.

The Company believes that its common stock in the OTC Bulletin Board. However, we have no agreement with any broker-dealer at this time, and we may not find one in the future. In addition, we believe that our stock willwould be characterized as a “micro-cap” security and therefore subject to increased scrutiny by the Financial Industry Regulatory Authority, (“FINRA”).Inc. A micro-cap security is generally a low priced security issued by a small company, or the stock of companies with low capitalization. If we are unable to obtain quotationPurchasers of our common stock on the OTC Bulletin Board, trading in our stock may be limited, and purchasers of ourCompany’s common stock may have difficulty selling their shares, should they desire to do so.

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Since ourthe Company’s common stock will not be listed on a stock exchange in the United States, trading in ourthe Company’s shares may be subject to rules governing “penny stocks,” which will impair trading activity in ourits shares. It is likely that ourthe Company’s common stock will not initially be listed on a national stock exchange registered with the Securities and Exchange Commission, or SEC, and may therefore be subject to rules regulating broker dealer practices in connection with transactions in penny stocks. Those disclosure rules applicable to penny stocks require a broker dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized disclosure document required by the SEC. These rules also require a cooling off period before the transaction can be finalized. These requirements may have the effect of reducing the level of trading activity in any secondary market for ourthe Company’s common stock. Many brokers may be unwilling to engage in transactions in ourthe Company’s common stock because of the added disclosure requirements, thereby making it more difficult for stockholdersshareholders to dispose of their shares.

Issuances of ourthe Company’s common stock in the future could dilute existing shareholders and adversely affect the market price of ourthe Company’s common stock.stockWe have.

The Company has the authority to issue up to 250,000,000 shares of common stock, 10,000,000 shares of preferred stock and to issue options and warrants to purchase shares of ourthe Company’s common stock without stockholdershareholder approval. These future issuances could be at values substantially below the price at which ourthe Company’s common stock was sold in ourits initial public offering. In addition, wethe Company could issue large blocks of ourits common stock to fend off unwanted tender offers or hostile takeovers without further stockholdershareholder approval. Because trading in ourthe Company’s common stock is limited, the issuance of ourits stock may have a disproportionately large impact on its price compared to larger companies.

The market price of the Company’s common stock may be subject to factors unrelated to the Company’s performance and such market price may not accurately reflect the long-term value of the shares of common stock.

Securities of micro-cap and small-cap companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in North America and globally and market perceptions of the attractiveness of particular industries. The price of the securities of the Company is also likely to be significantly affected by short-term changes in certain mineral prices or in its financial condition or results of operations as reflected in its quarterly earnings reports. Other factors unrelated to the Company’s performance that may have an effect on the price of the Company’s securities include the following: the extent of analytical coverage available to investors concerning the Company’s business may be limited if investment banks with research capabilities do not follow the Company’s securities; lessening in trading volume and general market interest in the Company’s securities may affect an investor’s ability to trade significant numbers of securities; and the size of Company’s public float may limit the ability of some institutions to invest in the Company’s securities.

As a result of any of these factors, the market price of the securities of the Company at any given point in time may not accurately reflect the Company’s long-term value. Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. The Company may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

Pursuant to pending Canadian tax proposals, Canadian holders of ourthe Company’s stock may be subject to rules for investments in offshore investment funds. funds.

In the Canadian federal budget released on March 4, 2010, the Minister of Finance announced that certain prior tax proposals relating to the taxation of Canadian residents investing in certain non-resident entities (the "FIE Proposals"“FIE Proposals”) will not be implemented. The Minister of Finance proposed to replace the FIE Proposals with a slightly revised version of the current offshore fund property rules. These revisions were released as draft legislation on August 27, 2010. The offshore investment fund property rules may, in certain circumstances, require a Canadian holder of shares of common stock to include an amount in income in a taxation year in respect of the shares of common stock, if the value of such shares may reasonably be considered to be derived, directly or indirectly, primarily from portfolio investments in certain assets and one of the main reasons for the Canadian holder acquiring or holding the shares is to derive a benefit from the income, profits and gains on those portfolio investments in such a manner that Canadian taxes payable by the Canadian holder are less than would have been the case if the Canadian holder had earned that income, profits or gains directly. The determination of whether or not ourthe Company’s common stock may constitute an offshore investment fund property of a Canadian holder at any time depends upon ourthe Company’s property and ourits activities at that time.

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ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

On October 1, 2007, the Company acquired GWE’s interest in the New Mexico Beryllium Project, — Overviewrelated technical data, assets and operations from GWE in exchange for the issuance of 10,000,000 shares of common stock of the Company and a 20% net profit royalty interest in the New Mexico Beryllium Project. The 20% net profits royalty interest is calculated and payable on a quarterly basis. In May 2009, the Company entered into agreements to reduce the 20% net profit royalty to 10%. The New Mexico Beryllium Project is also subject to a gross profits royalty interest of 1% payable to Mr. Tognoni, a director of the Company.

The New Mexico Beryllium Project consists of the Company’s interest in Socorro County and Sierra County, New Mexico described in this report as the Warm Springs area and the outlying hydrothermal areas. The New Mexico Beryllium Project covers an area of approximately 20,000 acres and is comprised of a private lease, statethree State leases and unpatented mining claims. The map below shows the general location of the Warm Springs area in New Mexico.

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Unpatented mining claims comprise the vast majority of the project, covering 18,240 acres or roughly 96% of the total acreage of the New Mexico Beryllium Project. Unpatented mining claims are governed by the General Mining Law of 1872 (“General Mining Law”) as amended, 30 U.S.C. §§ 21-161 (various sections), which allows the location of mining claims on public domain lands of the United States upon the discovery of a valuable mineral deposit and proper compliance with claim location requirements. A valid mining claim provides the holder with the right to conduct mining operations for the removal of locatable minerals, subject to compliance with the General Mining Law and New Mexico state law governing the staking and registration of mining claims, as well as compliance with various federal, state, and local exploration, operating, and environmental laws, regulations, and ordinances.

As the owner of the unpatented mining claims, we have the right to conduct mining operations on the lands, subject to the prior procurement of required exploration and operating permits and approvals, compliance with the terms and conditions of the claims, and compliance with applicable federal, state, and local laws, regulation and ordinances. Historically, the owner of an unpatented mining claim could, upon strict compliance with legal requirements, file a patent application to obtain full fee title to the surface and mineral rights with the claim; however, continuing Congressional moratoriums have precluded new mining claim patent applications since 1993.

As discussed below, our unpatented mining claims consist of lode claims and association placer claims. Lode claims are mining claims located on a classic vein, ledge, or other rock in place between definite walls. A lode claim is located by metes and bounds. The maximum length of a lode claim is 1,500 feet by 600 feet. Association placer claims are mining claims located upon sand or gravel. Association placer claims are located by legal subdivision and can be located up to a maximum 160 contiguous acres.

The following disclosure more fully discusses our specific mineral property interests comprising the New Mexico Beryllium Project and has been derived from various agreements to which the Company is a party, together with the Technical Report dated June 5, 2009 prepared by Fred Brown, CPG, Pr. Sci. Nat., and Tracy Armstrong, P. Geo., of P&E Mining Consultants Inc., each an independent qualified person within the meaning of National Instrument 43-101—Standards of Disclosure for Mineral Projectsof the Canadian Securities Administrators (“NI 43-101”). NI 43-101 is designed to implement standards of disclosure for mineral properties of companies subject to the jurisdiction of the Canadian Securities Administrators. The Technical Report is available for inspection and review during normal business hours at our registered and records office and has been filed on SEDAR at www.sedar.com.

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Cautionary Note to U.S. Investors: National Instrument 43-101 is promulgated under Canadian laws and regulations and uses definitions and standards that differ from those in the SEC’s Industry Guide 7 regarding disclosure on mineral properties. Accordingly, information contained in reports prepared pursuant to NI 43-101 containing descriptions of the Company’s mineralization may not be comparable to similar information that the Company can disclose in the reports it files with the SEC pursuant to the requirements of United States federal securities laws and the rules and regulations thereunder.

Warm Springs Area

Property Description and Tenure.The Warm Springs area consists of 680 acres located in Socorro County, New Mexico. The vast majority of this area, 520 acres, is privately owned by the Sullivan family and leased to us under the Sullivan Lease dated January 2, 2004. We became the lease holder under the Sullivan Lease and certain New Mexico State mining leases and the owner of various lode and association placer claims on October 1, 2007. On April 9, 2008, we executed an amendment to the Sullivan Lease in order to clarify certain provisions of the lease relating to the property description, term, and conduct of operations.

The Sullivan Lease is described as:All of Special Section 2, and access through the East ½ of Special Section 4, Township 8 South, Range 7 West, save and except that portion of the Real Estate conveyed previously to Commissioners of the Acequia de Canada Alamosa of Sierra County, New Mexico.

The Sullivan Lease provides us with the ability to conduct mining exploration and operations with respect to all minerals, including beryllium, in the Warm Springs area of the New Mexico Beryllium Project. The surface and water rights on the Warm Springs area are also owned by the Sullivan family and the Sullivan Lease allows us water rights and surface access to the leased property as necessary for mining and milling operations. In exchange, we are required to pay a gross production royalty to the Sullivans equal to 4% of the annual proceeds from the sale or disposition of minerals, metals and materials obtained from the leased property, and from any claims or leases we acquire within a one mile area of interest from the perimeter of the leased property, in the minimum amount of $12,000 per year. The $12,000 minimum annual gross production royalty payment is due on January 1st of each year for the balance of the lease.

In addition to the royalty, we are also obligated to pay all real property taxes assessed on the leased property, provide accountings to the Sullivan family with respect to monies received from the sale or disposition of ore from the leased property, purchase and maintain commercial general liability insurance and state industrial insurance, conduct our operations in a workmanlike manner, and protect the leased property from liens which result from our activities on the leased property. If we fail to satisfy any of these obligations under the Sullivan Lease, then we would be in breach of the lease, and the Sullivan family could, after providing notice to us and an opportunity to cure the defect, elect to terminate the Sullivan Lease. The Sullivan Lease provides for a term of 20 years and continues thereafter unless terminated by either party based on a default by the other of any of the obligations of the other under the lease.

We hold our interest in the remaining 160 acres of the Warm Springs area under an unpatented mining claim known as Bertrandite claim #45 which we acquired from GWE as part of the 133 unpatented mining claims included in the Acquired Property. This is an association placer claim situated to the south of the area covered by the Sullivan Lease. We acquired this claim in October 2007 as part of our acquisition from GWE.

Accessibility. The Warm Springs property is located approximately 50 miles northwest of the community of Elephant Butte, New Mexico. From Elephant Butte, travel is along the paved portion of state highway NM52 for 41 miles. The remaining nine miles are along the well-maintained unpaved portion of state highway NM52 to the Warm Springs property entrance. Property access is along seasonal four-wheel drive tracks.

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Climate. The Warm Springs property is located in a semi-arid, high-desert climate approximately twenty miles north of Chloride/Winston, New Mexico. Chloride/Winston has an average annual temperature range between 18° F in January and 55° F in July. Average annual precipitation is 13 inches, and average annual snowfall is 11 inches.

Local Resources and Infrastructure. The Warm Springs property is currently undeveloped except for seasonal dirt access roads. However, the property is well situated with regard to surrounding infrastructure, with a power line crossing highway NM52 within seven miles of the property. Water in the area is typically sourced from local wells. New Mexico is home to a developed mineral industry, producing coal, uranium, silver, manganese, potash, salt, perlite, copper ore and tin concentrates. The nearby town of Elephant Butte is a small residential community with a population of approximately 1,300 serviced by a modern municipal airport. Albuquerque, a major urban center, lies approximately 170 miles to the north-northeast of the Warm Springs property, and the New Mexico Institute of Mining and Technology is located in nearby Socorro, New Mexico.

Physiography. The Warm Springs property lies in the foothills of the northern Sierra Cuchillo Mountains, just south of Monticello Canyon and north of Iron Mountain. Maximum local elevation is approximately 6,600 feet, with a vertical relief of 400 feet. Intermittent seasonal stream channels drain the property. Local vegetation is typical of semi-arid regions and includes juniper, cedar and pinion.

History. The Warm Springs property lies on the northern-most limit of the Church Rock mining district, which also encompasses numerous beryllium and tungsten deposits at Iron Mountain. Beryllium mineralization at Warm Springs was first reported by M. Howard Milligan in November 1961.

Eighteen exploration drill holes were completed in the 1960’s as part of a USBM project investigating mineralization in the northern Cuchillo Mountains. Drilling was centered on a bertrandite mineralized outcrop. Samples from seven trenches were also taken. The overall drilling depth was limited by the water table. Six drill holes penetrated the surface mineralization and intersected additional mineralization at depth. The deposit was also examined by the USBM with a portable beryllium detector, and additional samples were taken from shallow trenches in the bertrandite mineralized outcrop.

Subsequent to the USBM project, a reexamination of the property was completed by Hillard in 1969, who mapped a thick sequence of andesitic and latitic flows. Later sampling of non-magnetic concentrates in stream sediments yielded anomalous values of lead, molybdenum, zinc and copper.

No original source records of the sampling program or the USBM investigation were available for the Technical Report, except for information contained in Hillard (1969) and Meeves (1966). The location of the USBM drill holes and trenches were not able to be verified in the field by the authors of the Technical Report. The accuracy and validity of the historical results were therefore not established by the authors of the Technical Report.

A total of fourteen exploratory RC drill holes for a total of 7,576 feet were completed in 2001 and 2002 in the general vicinity of the bertrandite mineralized outcrop located by the USBM program. The Beryllium Group, LLC was in control of the project from 2001 to 2002. GWE was in control of the project from February 2004 to October 1, 2007. BE has been in control of the property since October 1, 2007.

The initial six drill holes were completed and the remaining eight drill holes were sealed with a concrete plug with the exception of BE20 and BE25, which were left as water wells for the property owner. All drilling was done with a reverse circulation air-rig with six-inch down-the-hole hammer and tri-cone bit as required. Drill hole collar locations were determined by Mr. David Tognoni using aMagellan SporTrak Prohandheld GPS unit. No drill-hole surveys were undertaken.

Regional Geology. The Warm Springs property lies within the eastern edge of the Datil-Mogollon volcanic field of southern New Mexico. The volcanic field consists of mafic to silicic extrusive units of Tertiary age and Quaternary basalts. The volcanic field is cut along its eastern margin by multiple north-striking normal faults which formed a series of eastward-tilted fault blocks in the Sierra Cuchillo. The Datil-Mogollon volcanic field is bordered on the east by the Rio Grande rift, where a series of rhyolitic ash-flow tuffs have been exposed. Beneath the ash-flow tuffs are latite conglomerates, mud-flow deposits and sandstones representing the alluvial apron which surrounded the Datil-Mogollon field prior to its ignimbrite climax. The base of the volcanic pile rests unconformably upon rocks ranging from late Eocene to Precambrian in age. Much of the area lies on the northeast flank of a major Laramide uplift from which the Mesozoic rocks were stripped by early Tertiary erosion. Basal volcanic rocks resting upon late Paleozoic limestones, quartzites, or shales on the uplift lap off the structure onto Eocene arkosic sediments which overlie Cretaceous sandstones and shales. Locally, Precambrian rocks generally consist of low-grade metasedimentary rocks, metavolcanic rocks, and intrusive rocks ranging from large granitic plutons to gabbroic stocks and diabase dikes.

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Property Geology. Hillard (1969) identified several lithologies in the Warm Springs property area. Arranged in approximate stratigraphic order these are: gravel, dikes, flow-banded rhyolite, rhyolite, massive rhyolite, rhyolite tuff, sedimentary rocks, andesitic and latite flows, and latitic tuffs and coarse pyroclastics, as well as a quartz monzonite intrusive plug. Andesitic and latite flows are the most widespread volcanic unit in the area. The surficial geology is dominated by colluvium and Tertiary volcanics. James (1978) further suggests that the local high hills are underlain by a hypabyssal stock complex cut by a swarm of radial dykes. The area is highly faulted, situated on the eastern edge of the graben between the Sierra Cuchillo and the Black Range.

Deposit Types.Beryllium is a lithophile element (i.e. an element that tends to concentrate in silicate materials such as igneous rocks) concentrated in the residual phases of magmatic systems. Commercial beryllium mineralization typically occurs as bertrandite (Be4Si2O7(OH)2) which contains approximately 40% BeO, or helvite (Mn4Be3(SiO4)3S) containing approximately 14% BeO. Nonpegmatic bertrandite has been reported at Mt. Wheeler, Nevada; Lake George District, Colorado; Spor Mountain, Utah; and Aguachile, Mexico, among others. The principal source of commercial production of beryllium in the United States is the Spor Mountain deposit, Utah. Beryllium mineralization at Warm Springs is typical of volcanic-exhalative deposits.

Mineralization.The Warm Springs property hosts beryllium mineralization in the form of bertrandite associated with late-stage faulting of volcanic rocks and intense hydrothermal alteration. Hillard (1969) also reports the presence of alunite and montmorillinite. As reported by Hillard (1969), the surface exposure of the bertrandite mineralization occurs in altered rhyolite tuff along projected fault zones. The mineralized outcrop as identified by the USBM sampling program demarcates a zone of higher-grade bertrandite approximately 100 feet long and 30 feet wide, with additional historical drilling demonstrating mineralization to a depth of 190 feet. The historical USBM drill hole results indicate that mineralization is tightly confined to discrete, narrow zones. Hillard (1969) also reports a zone of weaker beryllium mineralization south of the main mineralized outcrop, which may be due to irregularities in the local fault geometry.

Griffitts and Alminas (1968) suggest that the bertrandite was introduced into faulted volcanic rocks, and is unrelated to local base-metal mineralization. The host rock for the mineralization is hydrothermally altered rhyolite-tuff agglomerate, and Hillard (1969) reports that local beryllium “ore” consists of an altered rhyolite tuff fault breccia with a montmorillonite matrix. Coatings of bertrandite on the fault breccia and spheres of radiating bertrandite crystals in the fine fault material indicate that beryllium mineralization occurred after faulting.

Exploration.We commenced exploration at our Warm Springs property in 2010. Our initial exploration efforts consisted of a phase one, 5-hole core drilling program designed to determine the boundaries of the beryllium mineralization and determined the extent and size of that mineralization.

The first drill hole (location DH5) was completed to a depth of 1,000 feet. Five-foot interval samples were submitted to ALS Mineral for assay. Hole DH5 intersected a beryllium mineralized zone in excess of 100 feet in thickness. Maximum grades in the mineralized zone exceeded 1% as BeO. Assay values for the beryllium mineralized zone of DH5 are reported in the table below:

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Assay Results from DH5

________________
True widths have not yet been determined.

Assay samples from the second drill hole did not detect BeO in significant amounts. Results from holes 3 through 5 are still pending.

Since the results of the initial 5-hole program were inconclusive, we applied for, and were granted, a modification to our permit to allow permission to drill an additional 12 holes within the boundaries of the initial permit area. The specific target of the second phase of the program will be the area surrounding DH5. The holes in the second program will range in depth from 200 to 650 feet and will be spaced on a 75-foot grid around and extending to the north of DH5. We continue efforts to determine the boundaries, size and extent of the beryllium mineralization.

Outlying Hydrothermal Areas

Property Description and Tenure.The outlying hydrothermal areas consist of three state mining leases and 817 unpatented mining claims located in Socorro County and Sierra County, New Mexico. The outlying hydrothermal areas lie toIn addition, the south and east of the Warm Springs area and total approximately 19,008 acres. We acquired the three state leases and 132 of the unpatented mining claims via our acquisition transaction with GWE. WeCompany staked thean additional 690 unpatentedlode mining claims in May 2008, 5Socorro County and Sierra County during the year ended December 31, 2008. These lode claims are located in the eastern part of which have subsequently been dropped.

The three state leases are comprisedthe outlying hydrothermal area of State of New Mexico Mineral Lease Numbers HG 0059, HG 0060, and HG 0061 (collectively, the “State Leases”). The assignments from GWE to our Company were filed with, and approved by, the New Mexico CommissionerBeryllium Project.

During the fiscal year ended December 31, 2011, the Company evaluated mineral claims and determined that the assets have been impaired because the Company could not project any future cash flows or salvage value and the assets were not recoverable. The Company has determined not to proceed with exploration of Public Lands on September 6, 2007.

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The State Leases cover an area of approximately 928 acres located in Socorro County,the New Mexico as follows:Beryllium Project.

Accessibility.The two outlying hydrothermal areas are 42 miles Northwest of Truth or Consequences, NM and 35 miles North Northwest of Truth or Consequences, NM, respectively. These areas can be accessed using state highway NM 52 & NM 142 respectively fromUnder the Truth or Consequences, New Mexico airport. State highway NM 52 is a paved road and NM highway 142 is paved for the first 15 miles and the remainder is a graded gravel road.

The State Leases provide us with the ability to conduct exploration and mining operations to remove and process beryllium and associated minerals from the leased property, subject to the receiptlaws of necessary permits. Each State Lease has a primary term of three years and requires an annual rental payment of $1.00 per acre. The term of each State Lease extends in perpetuity so long as minerals are produced or mined in paying quantities. The term can also be extended in the absence of mineral production for a secondary term of 2 years with an annual rent of $10.00 per acre, a tertiary term of 5 years with an annual rent of $3.00 per acre, and a quaternary term of 5 years with an annual rent of $10.00 in year 11 increasing by $10.00 per acre, per year to $50.00 per acre, per year in year 15. The State Leases also require us to pay the State of New Mexico, royalties in the amount of 2% ofCompany is required to maintain reclamation deposits, which cover the gross returns from minerals produced fromcost to reclaim the property lessground disturbed. As at December 31, 2011, the actual and reasonable transportation and smelting or reduction costs, up to 50% of the gross returns.

The 132 unpatented mining claims we acquired from GWE cover an area of approximately 18,080 acres and consist of the following 20 lode claims and 112 association placer claims:

Some of these claimsCompany had four reclamation bonds. These bonds are located on property where both the surface estate and mineral estate are owned by the Federal Bureau of Land Management (the “BLM”), while other claims are located on property where the surface estate and mineral estate are separately owned. In the latter case, the surface estate has been transferred to private parties while ownership of the mineral estate, which serves as the basis for our claims, has been retained by the BLM. In either event, we believe we have the right to access the surface as necessary to conduct our exploration and mining operations on all 132 of these unpatented mining claims, subject to the receipt of necessary permits. However, with respect to the claims which are located on property where the surface and mineral estate are separately owned, we may elect to negotiate agreementsheld with the private surface owners in order to more clearly define our rights and responsibilities concerning our exploration, mining, and reclamation activities.

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In 2008, we stakedBLM, the following additional 690 lode claims:

In July 2009, we disclaimed an interest in 5United States Department of the lode claims, including BU #43, BU #111, BU #351, BU #482 and BU #484. The remaining 685 lode claims comprise approximately 13,700 acres, overlying certain of the association placer claims forming part of the Acquired Property. The BLM owns the surface and mineral estate with respect to these 685 lode claims. As part of our claims, we have the right to access the surface of such property to the extent necessary to conduct our exploration and mining operations on all 685 of these unpatented mining claims, subject to the receipt of necessary permits.

In November 2010, we staked 42 additional lode claims in Sierra County and 165 additional lode claims in Socorro County.

Maintenance Fees and Royalties

In order to maintain the unpatented claims on the Warm Springs areaAgriculture Forest Service and the outlying hydrothermal areas, weNew Mexico Energy, Minerals and Natural Resource Department, Mining and Minerals Division and are required to pay an annual maintenance feebefore any surface disturbing activity can commence. The bonds will be released following satisfactory completion of $125 toreclamation of any disturbance resulting from operations at the BLM on or before August 31st of each calendar year, which may be adjusted annually. We are also required to make various filings with state and federal agencies. We are not required to pay royalty payments to the BLM from mining production on any of the unpatented claims.site.

In addition to royalty payments that may become due to the Sullivan family pursuant to the Sullivan Lease and the State of New Mexico pursuant to State Leases, we are also required to pay a 10% net profits royalty interest to various former owners of our properties and an additional 1% gross profit royalty interest to David Q. Tognoni, our president and chief executive officer. Should payments become due under these royalty interests, such payments are calculated and payable on a quarterly basis.

The net profits royalty interests require us to pay 10% of our net profits from mineral production from the Sullivan Lease, the State Leases, and the 133 unpatented mining claims acquired from GWE as well as from all mineral production from a three mile area of interest around the outside boundary of the Sullivan Lease, the State Leases, and the 133 unpatented mining claims acquired from GWE. The remaining 685 lode claims that we staked in 2008 are located within the three mile area of interest and therefore are subject to the net profits royalty interests, as well as the gross profits royalty interest discussed below. Net profits are determined by subtracting gross royalty payments, marketing costs, distribution costs, operating costs, taxes, interest, capital costs, and exploration costs from revenue generated from mineral production.

The gross profits royalty interest requires us to pay 1% of our gross profits from mineral production from the Sullivan Lease, the State Leases, and the 133 unpatented mining claims acquired from GWE as well as from all mineral production from a three mile area of interest around the outside boundary of the Sullivan Lease, the State Leases, and the 133 unpatented mining claims acquired from GWE. Gross profits are determined by subtracting marketing costs, distribution costs, taxes, and royalty payments (excluding the 10% net profit royalty interest granted to GWE and others) from revenue generated from mineral production.

ITEM 3. LEGAL PROCEEDINGS

We areThe Company is not currently subject to any legal proceedings, and to the best of ourits knowledge, no such proceeding is threatened or contemplated, the results of which would have a material impact on ourits properties, results of operation, or financial condition. Nor, to the best of ourits knowledge, are any of ourthe Company’s officers or directors involved in any legal proceedings in which we arethe Company is an adverse party.

19ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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ITEM 4. RESERVED

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

There is currently no established public trading market for ourthe Company’s common stock in the United States. We intend to make an application for quotation of our common stock on the OTC Bulletin Board. However, ourThe Company’s common stock is currently traded only in Canada on the TSX Venture Exchange. Transactions in the Company’s common stock are also sporadically quoted on the Pink Sheets under the symbol “BSRSF.”

The table below sets forth the high and low sales prices for ourthe Company’s common stock on a quarterly basis as reported by TSX Venture Exchange from October 29, 2009, the beginning of trading,January 1, 2010 to December 31, 2010:2011 in Canadian Dollars:

As of March 29, 2011,23, 2012, there were approximately 4459 record holders of ourthe Company’s common stock.

Penny Stock Rules

Due to the price of ourthe Company’s common stock, as well as the fact that ourits common stock is not listed on a national securities exchange registered with the SEC, ourthe Company’s stock is characterized as “penny stocks”stock” under applicable securities regulations. OurThe Company’s common stock will therefore be subject to rules adopted by the SEC regulating broker-dealer practices in connection with transactions in penny stocks. The broker or dealer proposing to effect a transaction in a penny stock must furnish his customer a document containing information prescribed by the SEC and obtain from the customer an executed acknowledgment of receipt of that document. The broker or dealer must also provide the customer with pricing information regarding the security prior to the transaction and with the written confirmation of the transaction. The broker or dealer must also disclose the aggregate amount of any compensation received or receivable by him in connection with such transaction prior to consummating the transaction and with the written confirmation of the trade. The broker or dealer must also send an account statement to each customer for which he has executed a transaction in a penny stock each month in which such security is held for the customer’s account. The existence of these rules may have an effect on the price of ourthe Company’s common stock, and the willingness of certain brokers to effect transactions in ourthe Company’s common stock.

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Transfer Agent

We haveThe Company has appointed Registrar and Transfer Company at 10 Commerce Dr., Cranford, New Jersey 07016-3572, USA, telephone (908) 272-8511 and Equity Transfer &Financial Trust Company at 200 University Avenue, Suite 400, Toronto, Ontario, Canada M5H 4H1, telephone (416) 361-0930 as the co-transfer agents for ourthe Company’s common stock.

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Dividend Policy

We haveThe Company has never declared or paid dividends on ourits common stock. Payment of future dividends, if any, will be at the discretion of ourthe Company’s Board of Directors after taking into account various factors, including the terms of any credit arrangements, ourBE’s financial condition, operating results, current and anticipated cash needs and plans for expansion. At the present time, we arethe Company is not party to any agreement that would limit ourits ability to pay dividends.

Securities Authorized for Issuance Under Equity Compensation Plans

Set out below is information as of December 31, 20102011 with respect to compensation plans (including individual compensation arrangements) under which ourthe Company’s equity securities are authorized for issuance. This information relates to ourthe Company’s Equity Incentive Plan.

(1) The option exercise price set forth in the options to purchase 3,560,000 shares of our common stock is denominated in Canadian dollars rather than U.S. dollars. The option exercise price for those options is Cdn$0.25 and have been converted to U.S. dollars at the rate of CDN $1 = US $1.0054 at Dec.31, 2010. The option exercise price set forth in the option grant for options to purchase 2,350,000 shares of our common stock is denominated in U.S. dollars. The weighted average exercise price for the 2,350,000 options is US $0.39.
___________________________

ITEM 6. SELECTED FINANCIAL DATA

Not required.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONOPERATIONS

Introduction

The following discussion updates ourthe Company’s plan of operation as of March 30, 201127, 2012 for the remainder of the year. It also analyzes ourthe Company’s financial condition at December 31, 20102011 and compares it to ourthe Company’s financial condition at December 31, 2009.2010. The discussion also summarizes the results of ourthe Company’s operations for the years ended December 31, 20102011 and 2009,2010, and compares each year’s results to the results of the prior year. The discussion in thisManagement’s Discussion and Analysis of Financial Condition and Results of OperationOperations should be read in conjunction with ourthe Company’s audited financial statements and the notes thereto appearing in this report.

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Overview

We are anThe Company was a mineral exploration stage company engaged in the exploration for beryllium. Alland evaluation of ourmineral properties are at an early stagein the State of exploration and it has not been determined whether anyNew Mexico until the end of fiscal 2011. BE was incorporated under the laws of the properties contain economic amountsState of mineralization. Our future performance is dependentColorado on the results of our future exploration efforts, and if warranted, development of our properties and the state of the financial markets, as we will need to raise additional capital to further our business plan.August 8, 2007.

On October 1, 2007, wethe Company purchased the Acquired Property from GWE in exchange for the issuance of 10 million shares of ourthe Company’s common stock and the grant of a 20% net profit royalty interest in the Acquired Property to GWE and certain other parties. In May 2009, the net profit royalty interest in the Acquired Property was reduced to 10% in the aggregate in consideration for ourthe Company’s agreement to pursue ourits initial public offering. The total number of shares issued to GWE as consideration for the Acquired Property represented approximately 72% of ourthe Company’s common stock after giving effect to the acquisition. As a result, for financial statement reporting purposes, the acquisition of the Acquired Property and related business operations have been reflected as a reverse acquisition in accordance with applicable accounting principles and the financial statements presented for comparative purposes represent the operations of GWE that were acquired by us.BE. The Acquired Property has been carried forward at its historical carrying value before the combination.

During the year ended December 31, 2011, BE evaluated the Acquired Property and determined that the asset has been impaired because the Company could not project any future cash flows or salvage value and the asset was not recoverable. Consequently, the Company has recorded an impairment loss for the full amount of $110,400 for the year ended December 31, 2011.

Be is now searching for a new business venture, that may be in mining or other business areas that may present themselves.

Plan of Operation

Our planOn August 24, 2011, the Board of operationDirectors of the Company appointed Jon Pereira and Michael Swedak as directors of the Company. In addition, the Board of Directors also appointed Mr. Pereira as President and Chief Executive Officer of the Company. Concurrently on August 24, 2011, the Company’s previous President and Chief Executive Officer, David Q. Tognoni, resigned from such position and was appointed Chief Operating Officer of the Company by the Board of Directors. On October 13, 2011, Mani Verma was appointed as a director of the Company. On October 14, 2011, Michael Swedak resigned as a director of the Company. On November 4, 2011, David Q. Tognoni resigned from his office as Chief Operating Officer of the Company. He will continue as a director.

The Board of Directors has revised the overall strategy of the Company and has decided is that it will cease exploration work on its New Mexico properties and place the Warm Springs project on care and maintenance. The Company’s focus will turn to continueacquiring an interest in more traditional precious and base metal exploration properties or otherwise pursuing another business venture. The Company has been examining a two-year exploration program commencednumber of opportunities in 2010DRC, Bolivia, British Columbia, Mexico and aimedQuebec and has entered into a memorandum of understanding respecting four mining concessions in Bolivia where the target minerals are gold, palladium and platinum, under which memorandum of understanding the Company has 90 days to conduct due diligence.

The Company has allowed to lapse the previously signed memorandum of understanding respecting four mining concessions in Bolivia and has decided not explore opportunities in Bolivia at evaluatingthis time due to uncertainty of the gradepolitical environment.

The Company has also determined not to limit its search for a new project to the mining and tonnage of berylliumresource sector and is broadening its search to include oil and gas, technology or other opportunities where it may be possible to create shareholder value.

On January 20, 2012, the Company negotiated a reduction in the New Mexico Beryllium Project. In late 2007, we commissionedoutstanding payables to a technical reportmajor contractor from an independent mining consulting firm$472,000 to obtain an independent evaluation of the New Mexico Beryllium Project. The report, dated June 5, 2009, was prepared by Fred Brown, CPG, Pr. Sci. Nat. and Tracy Armstrong, P. Geo, of P&E Mining Consultants, Inc. It was prepared pursuant to the standards of National Instrument 43-101-Standards of Disclosure for Mineral Projectsof the Canadian Securities Administrators, which we refer to as NI 43-101. We refer to this technical report as the Technical Report.$150,000.

The initial phase of our exploration program consisted of a 5-hole core drilling program completed in January 2011. We anticipate that the second phase of follow-up diamond core drilling will begin in 2011, which we contemplate might total 20 holes at an average depth of 300 feet for a total of 6,000 feet at Warm Springs at an estimated cost of $1,600,000 and 20,000 feet of rotary drilling in outlying hydrothermal areas at an estimated cost of $1,000,000. We will require additional capital, which we contemplate will come from additional sales of our common stock, to complete the second phase of this program.

Property Maintenance Costs.In addition to expenses expected to be incurred in connection with our exploration activities, we will be required to incur property maintenance costs. These costs are currently estimated at $171,000 for each year and include the following items:

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Corporate Overhead.Included in ourBE’s plan of operation are the expenses of overseeing ourits business and paying other general and administrative expenses. These expenses primarily include salaries and other compensation, administrative overhead, the reporting costs associated with being a public company, and travel. WeBE currently estimateestimates these expenses at $75,000$12,000 per month, based on existing commitments and expectations, including the $3,000 per month commitment to our chief executive officer under his employment agreement, as amended, and the $15,000 per month overhead allowance. We expect these expenses will be paid from existing working capital and future equity offerings, if necessary, until such time, if ever, we are successful in putting our project into production or selling our properties to a major mining company.month.

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Liquidity and Capital Resources

As of December 31, 2010, we2011, the Company had working capital of $1,609,692,$228,289, consisting of current assets of $3,032,843$989,314 and current liabilities of $1,423,151. Our$761,025. BE’s working capital at December 31, 20102011 represents an increasea decrease in its working capital of $1,980,756$1,381,403 from December 31, 2009, and2010. The decrease represents cash raised from the sale of common stock offset by cash spent on our business during the last 12 months,operations, including drilling, geological consulting fees, management and consulting fees, professional fees and permitting fees. We have continued to deplete our working capital subsequent to year-end.

Substantially all of ourBE’s current assets at December 31, 20102011 consisted of cash representing the remaining proceeds from our private placement completed June 18, 2010 and the exercise of warrantsprepaid expenses and stock options throughout the year. Ourother receivables. BE’s current liabilities at December 31, 20102011 consisted of accounts payable and accrued liabilities and non-cash stock option and warrant liability. liabilities.

The stock option and warrant liability, a non-cash liability, arises from the fact that the stock options and warrants issued by us to certain parties are denominated in a currency (Canadian dollars) other than our functional currency (U.S. dollars) and are recorded as a liability pursuant to applicable accounting principles. If the stock option and warrant liability at December 31, 2010 of $846,300 is excluded from the calculation of our working capital, our working capital at that date would be $2,455,992.

OurCompany’s longer term ability to carry out ourits business plan beyond the end of 2011 is dependent on ourthe Company’s ability to achieve profitable operations or to obtain additional financing. Due to the fact that we areBE is an exploration stage company, havehas no established source of revenue and areis dependent on receipt of additional financing, ourits independent accountants have raised substantial doubt about ourits ability to continue as a going concern. SeeItem 1A. “RISK FACTORS”As of March 27, 2012, the Company estimates, based on the cash on hand at that time, that it has sufficient funding to continue its operations for the next two years, subject to the Company not finding another business activity or property acquisition, following which BE expects to solicit additional financing. BE’s outstanding warrants andItem 8. “Financial Statements.” outstanding exercisable stock options may provide some additional capital. If all those warrants and stock options are exercised, of which there is no assurance, BE would obtain additional proceeds of $2,978,155. As at March 27, 2012, the exercise price of the options and warrants is more than the market price of BE’s common stock, suggesting that it is not likely that either the warrants or options will be exercised.

We haveBE has financed all of ourits operations since inception through the sale of equity,common stock and warrants and expects that to this point entirely of common stock. In June 2010, webe the case for the foreseeable future. On September 6, 2011, the Company completed oura private placement of 10 million10,000,000 units of the Company (the “Units”) at a price of Cdn$0.30 (US$0.29)0.10 per unitUnit, for aggregate gross proceeds of Cdn$3,000,000 (US$2,930,260)1,000,000 ($1,010,300). Each unitUnit is comprised of one share of common sharestock in the capital of the Company and one-half of one common share purchase warrant. Each full common share purchase warrant entitledentitles the holder to purchase one share of common stock at an exercise price of US$0.20 per share for a period of two years, from the closing date at an exercise price of Cdn$0.50. Related issue costs, including commission, totaled $289,109.subject to earlier expiry or adjustment in certain circumstances. In connection with the placement, we granted 983,333 compensationsale of the Units, the Company issued finder’s warrants to agents tofor the purchase unitsof 648,000 shares of common stock at a price of Cdn$0.30US$0.11 per share for a period of two years, from the closing of the private placement and paid asubject to earlier expiry or adjustment in certain circumstances. Related issue costs in cash, commission equal to 8% of the gross proceeds.including finders fees, totaled $77,256.

During the year ended December 31, 2010, we completed2011, the sale of 7,100,750 additional common shares from the exercise of warrants and stock options for gross proceeds of $3,162,038. The majority of the proceeds came from the exercise of warrants issued in connection with the June 2010 private placement, following acceleration of the expiration date of the warrants in accordance with their terms.

We have expended a significant portion of the proceeds of our equity financing on exploration on our properties, maintaining licenses and permits and general corporate overhead. It will be necessary for us to raise additional financing in the near future. While we have no existing arrangements to obtain such financing at present, we anticipate it will likely take the form of additional equity financing. ThereCompany’s cash decreased by $1,977,996 which is no assurance we will be successful in obtaining this financing. In the event we are not successful in obtaining such financing, we may be forced to curtail operations and liquidate some or all of our assets.

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During the year ended December 31, 2010, our cash increased by $2,326,687 as a result of our financing activities, net ofthe cash used in operating activities. Operating expenses foroperations offset by cash raised in the year totaled $6,707,546, which were reduced by non-cash expenses such as stock-based compensation, change in warrant liability, unrealized foreign exchange loss, amortization of equipment, and changes in current assets and liabilities, resulting in $3,476,502 of net cash used in operating activities. Cash provided by financing activities totaled $5,803,189 and represented the gross proceeds, net of costs, from the private placement and the exercise of stock options and warrants. The $6,707,546 of operating expenses represented our net loss for the year.

As of December 31, 2009, we had a deficit in working capital of $371,064, consisting of current assets of $570,727 and current liabilities of $941,791. Our deficit at December 31, 2009 represented a decrease in working capital of $532,184 from December 31, 2008, and represented cash spent on our business during 2009, including consulting, professional and permitting fees.

During the year ended December 31, 2009, our cash increased by $47,752 as a result of our financing activities, net of cash used in operating activities. Operating expenses for 2009 totaled $1,478,711, which were reduced by non-cash expenses such as stock-based compensation, unrealized foreign exchange loss, amortization of equipment, and changes in current assets and liabilities, resulting in $959,245 of net cash used in operating activities. Cash provided by financing activities totaled $1,006,997 and represented the gross proceeds, net of costs, from the initial public offering and the exercise of the over-allotment option. The $1,478,711 of operating expenses represented our net loss for the year.financing.

Off Balance Sheet Arrangements

As of December 31, 2010, we2011, BE had no off-balance sheet arrangements or obligations that are likely to have a material effect on ourits financial condition, results of operation or business.

Tabular Disclosure of Contractual Obligations

The following table summarizes our obligations and commitments as of December 31, 2010 to make future payments under certain contracts, aggregated by category of obligation, for the specified time periods:

Payments due by period

⁽¹⁾ Represents amounts due to David Tognoni, our President and Chief Executive Officer, under his employment agreement with our Company. Effective September 1, 2009, Mr. Tognoni agreed to a base salary to $36,000 per year.

⁽²⁾ We are unable to predict when these obligations will mature, since they depend on our exploration efforts in the future.
____________________

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Results of Operations

For the year ended December 31, 2010, we2011, BE realized a net loss of $6,707,546$3,739,168 (December 31, 2009: $1,478,711)2010: $6,707,546) or $0.17$0.07 per share (December 31, 2009: $0.052010: $0.17 per share), on no revenue. Since we are an exploration company, we do not expect to receive revenue from operations until such time, if ever, we identify sufficient mineralized material to justify placing our property into production. During the year ended December 31, 2010,2011 there were increasesincreases/decreases in management and consulting fees, drilling, costs, geological consulting fees, professional fees, foreign exchange loss, change in warrant liability, stock-based compensation and transfer agentfees, licenses and filing fees compared to the year ended December 31, 2009.permits. Each of these items is analyzed in more detail immediately below:

• Management and consulting fees increased by $287,098 from 2009 to 2010, primarily due to the payment of expense allowance to our president and chief executive officer on a retroactive basis;

• Drilling expenses for the year ended December 31, 2010, were $889,9542011 was $620,381 (year ended December 31, 20092010 - $nil)$889,954). The increasedecrease of $889,954$269,573 can be attributed to commencement ofreduced drilling upon receipt of permitson the Warm Spring Beryllium Project during the year ended December 31, 2010. During2011 while drilling had commenced in June 2010 of the year ended December 31, 2009, permits had not been granted for drilling on the properties;comparative period;

• Geological consulting fees for the year ended December 31, 2010 were $1,465,5002011 was $1,136,935 (year ended December 31, 20092010 - $411,731)$1,465,500). The increasedecrease of $1,053,769$328,565 can be attributed to increasedreduced exploration work on the properties congruent withCompany’s property during the receipt of permits and drilling activityyear ended December 31, 2011 while during the year ended December 31, 2010 compared to the year ended December 31, 2009;focused exploration work commenced as permits were received;

• Professional fees for the year ended December 31, 2010, were $471,505 (year ended December 31, 2009 - $345,177).

  The increasedecrease of $126,328 can be attributed to increased accounting, legal and audit fees incurred during the year ended December 31, 2010 as a result of our status as a publicly-traded company;

• Our foreign exchange loss increased $101,218 as a result of a weakening of the U.S. dollar against the Canadian dollar;
• Fees, licenses and permits fees for the year ended December 31, 2010 were $117,024 (year ended December 31, 2009 - $119,194). Permit and license fees were consistent for the year ended December 31, 2010 compared to the year ended December 31, 2009;
• The increase of $1,967,193 in warrant liability during the year ended December 31, 2010 compared to the same period in 2009 was mainly due to valuation of the 6,456,249 warrants issued pursuant to the private placement and exercise of compensation warrants.
• The increase of $681,603$387,562 in stock-based compensation during the year ended December 31, 2010,2011, compared to the same period in 2009,2010, was mainly due to the vesting of a portion of the 3,000,000unvested stock options granted during 2010 andover the change in valuation of the stock option liability.service period. The Company expenses the options over the vesting termservice period which can create variances from one period to another. UsersThe decrease is also attributable to the elimination of the Company’s financial statements should be cautious of share based payments since it can impact operating results significantly; andstock option liability in 2011 in accordance with Accounting Standards Update (“ASU”) 2010-13.

• Transfer agent and filing fees

  Change in warrant liability for the year ended December 31, 2010,2011, was $194,986$nil (year ended December 31, 20082010 - $56,193)$1,967,193). The decrease of $1,967,193 resulted from the elimination of warrant liability in 2011 in accordance with ASU 2010-13.

• Licenses and permits for the year ended December 31, 2011, was $270,700 (year ended December 31, 2010 - $117,024). The increase of $138,793 can be attributed$153,676 is attributable to transfer agent services required to facilitate the completion of the private placement and common share issuancespayment for additional mining claims during the year ended December 31, 2010.2011 while in the 2010 comparative period the annual payment for the existing claims was made.

• An impairment loss on mineral rights of $110,400 was recorded for the year ended December 31, 2011 (year ended December 31, 2010 - $nil). This impairment loss resulted from the Company evaluating a mineral claim and determining that the asset was impaired because the Company could not project any future cash flows or salvage value and the assets were not recoverable.

We expect15

BE expects to incur losses until such time, if ever, we identifyas it identifies commercial amounts of mineralized material and successfully extractextracts such material for sale to third parties.parties or otherwise identifies another business venture.

Please see“Plan “Plan of Operation”Operation” above for a description of costs and expenses that we expectBE expects to incur during 2010.the remainder of 2012.

CriticalCrtiical Accounting Policies

The following are the accounting policies that we believeBE believes are most critical in the preparation of ourits financial statements:

25Cash and Cash Equivalents

The Company considers all short-term investments with a maturity of three months or less at the date of purchase to be cash equivalents.

Fair Value of Financial Instruments

The Company’s cash, accounts receivable, accounts payable and accrued liabilities are considered financial instruments whose carrying value approximates fair value based on their short term nature.

Equipment

Equipment is recorded at cost. Amortization is provided principally on the straight-line method over the estimated useful lives of the respective assets, estimated to be approximately five years. When items of property and equipment are sold or retired, the related cost and accumulated amortization are removed from the accounts and any gain or loss is included in the results of operations.

Mineral Rights and Exploration Costs

Mineral rights include the cost of obtaining unpatented and patented mining claims and the cost of acquisition of properties. Significant payments related to the acquisition of land and mineral rights are capitalized as tangible assets. If a mineable ore body is discovered, such costs are amortized when production begins using the units-of-production method based on proven and probable reserves. If no mineable ore body is discovered or such rights are otherwise determined to have no value, such costs are expensed in the period in which it is determined the property has no future economic value.

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When mineral properties are acquired under option agreements with future acquisition payments to be made at the sole discretion of the Company, those future payments, whether in cash or shares, are recorded only when the Company has made or is obliged to make the payment or issue the shares.

The Company expenses all costs related to the maintenance and development of mineral interests prior to the establishment of proven and probable reserves. As at December 31, 20102011 and 2009,2010, the Company had not established any proven or probable reserves.

Share-Based Payments

The Company issues stock options to employees and consultants in connection with various business activities. These are accounted for in accordance with the provisions of ASCFinancial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718 “Compensation – Stock Compensation” and ASC 505 “Equity” as well as other authoritative accounting pronouncements. The Company is required to make estimates of the fair value of the related instruments based on the Black- ScholesBlack-Scholes option pricing model and recognize expenses over the period benefited, usually the vesting period.

Stock options and warrants which are indexed to a factor which is not a market, performance or service condition, in addition to the Company’s share price, are classified as liabilities and remeasured at each reporting date based on the Black-Scholes option pricing model with a charge to operations, until the date of settlement. Some warrants have been reflected as a liability as they are indexed to a factor which is not a market performance or service condition.

Options granted to consultants are amortized over their performance period and remeasured at their then-current fair value as of the financial reporting date until the measurement date is reached.

The expected forfeiture rate is estimated based on historical forfeitures and expectations of future forfeiture rates. The Company makes adjustments if the actual forfeiture rate differs from the expected rate.

Asset Retirement Obligations

In accordance with ASC 410 "Asset“Asset Retirement and Environmental Obligations"Obligations”, the fair values of asset retirement obligations are recorded as liabilities on a discounted basis when incurred. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset unless the asset has been previously charged to operations, in which case the amount is expensed. Over time, the liabilities will be accreted for the change in their present value and the initial capitalized costs will be depleted and amortized over the useful lives of the related assets.

Impairment of Long-LivedLong-lived Assets

In accordance with ASC 360 “Property, PlantThe Company reviews and Equipment”,evaluates long-lived assets to be held and used are analyzed for impairment wheneverwhen events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment. If there are indications of impairment, the Company uses the future undiscounted cash flows of the related asset or asset grouping over the remaining life in measuring whether the assets are recoverable. In the event such cash flows are not expectedsubject to be sufficient to recover the recorded asset values, the assets are written down to their estimated fair value. Long-lived assets to be disposed of are reported at the lower ofimpairment consideration under FASB ASC 360-10-35-17, if events or circumstances indicate that their carrying amount might not be recoverable. When the Company determines that an impairment analysis should be done, the analysis will be performed using the rules of FASB ASC 930-360-35 “Asset Impairment” and 360-10 through 15-5 “Impairment or their fair value, less the cost to sell.Disposal of Long-Lived Assets”.

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Income Taxes

The Company uses the asset and liability method of tax allocation to account for income taxes. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and are measured using enacted tax rates in effect for the year in which these temporary differences are expected to be recovered or settled. The effect of changes in income tax rates on deferred income tax assets and liabilities is recognized in operations in the period that the changes are enacted. When the future realization of deferred tax assets does not meet the test of being more likely than not to occur, a valuation allowance in the amount of the potential future benefit is taken. Tax benefits are recorded only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon ultimate settlement. Unrecognized tax benefits are tax benefits claimed in ourthe Company’s tax returns that do not meet these recognition and measurement standards. The Company believes that there are no tax positions taken or expected to be taken that would significantly increase or decrease unrecognized tax benefits within 12 months of the reporting date.

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Issue Costs

Direct costs associated with the issuance of ourthe Company’s common stock, including professional fees and selling expenses relating to broker-dealer relationships, are reflected as a reduction of shareholders’ equity.

Loss Per Share

The basic loss per share is calculated by dividing the Company’s net loss available to common shareholders by the weighted average number of shares of common stock outstanding during the year. The diluted loss per share is calculated by dividing the Company’s net loss available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. The effect of potential issuances of common shares would be anti-dilutive, and accordingly basic and diluted loss per share are the same. See notes 7 (c) and (d) for potentially dilutive securities outstanding as at December 31, 2011 and 2010.

Foreign Currency Translation

OurThe functional currency of the Company is the U.S. dollar. Certain monetary assets and liabilities of the Company denominated in Canadian dollars are remeasured into U.S. dollars at exchange rates in effect at the balance sheet dates. As at December 31, 20102011 and 2009,2010, substantially all of the Company’s Canadian dollar denominated monetary assets and liabilities were comprised of cash and stock option and warrant liability.cash. Non-monetary assets and liabilities are remeasured at historical exchange rates, unless such items are carried at market, in which case they are translated at the exchange rates in effect on the balance sheet date. Revenues and expenses are remeasured at rates approximating the exchange rates in effect at the time of the transaction. During the years ended December 31, 20102011 and 2009,2010, substantially all cash expenses were transacted in U.S. dollars.

Use of Estimates

The preparation of financial statements in conformity with United States generally accepted accounting principlesGAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the valuation of share-based payments, mineral rights, asset retirement obligations stock option and warrant liability and deferred tax assets and liabilities. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in operations in the period in which they become known.

Accounting Standards Codification

The Company uses ASC Topic 105, “Accounting Standards Codification” (“ASC 105”), which establishes the FASB Accounting Standards Codification as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants.

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Fair Value Measurements and Disclosures

Accounting Standards Update (“ASU”)ASU 2009–05 “Fair Value Measurements and Disclosures (Topic 820) - Measuring Liabilities at Fair Value”, clarifies that the quoted price for an identical liability, when traded as an asset in an active market, is also a Level 1 measurement for that liability when no adjustment to the quoted price is required. In the absence of a Level 1 measurement, an entity must use one or more of the following valuation techniques to estimate fair value (in a manner consistent with the principles in ASC Topic 820), which can be classified into two categories: 1) a valuation technique that uses a quoted price; and 2) another valuation technique based on the amount an entity would pay to transfer the identical liability or based on the amount an entity would receive to enter into an identical liability.

The ASC guidance for fair value measurements and disclosure establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical asset or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

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The three levels of the fair value hierarchy are described below.

The Company’s equity-linked financial instruments reflected as stock option and warrant liability on the balance sheet represent financial liabilities classified as Level 2 as per ASU 2009-05. As required by the guidance, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The fair value of the stock optionmeasurement and warrant liability which is not traded in an activeunobservable (supported by little or no market has been determined using the Black-Scholes model based on assumptions that are supported by observable market conditions.

Accounting Principles Recently Adopted

In January 2010, the FASB issued ASU 2010-05, “Compensation – Stock Compensation (Topic 718): Escrowed Share Arrangements and the Presumption of Compensation,” which reflects the SEC's views on overcoming the presumption that escrowed share arrangements represent compensation for certain shareholders. ASU 2010-05 did not have an impact on the Company's financial position, results of operations or cash flows.

Future Accounting Pronouncements

In January 2010, the FASB issued ASU 2010-06, “Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements,” which adds new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances and settlements relating to Level 3 measurements. ASU 2010-06 is effective for the first reporting period (including interim periods) beginning after December 15, 2010. The Company does not expect the impact of adopting ASU 2010-06 on its financial position, results of operations or cash flows to be material.

In April 2010, the FASB issued ASU 2010-13 "Compensation-Stock“Compensation-Stock Compensation (Topic 718) - Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades - a consensus of the FASB Emerging Issues Task Force"Force”. ASU 2010-13 provides amendments to Topic 718 to clarify that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity'sentity’s equity securities tradestrade should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The amendments in this update do not expand the recurring disclosures required by Topic 718. Disclosures currently required under Topic 718 are applicable to a share-based payment award, including the nature and the term of share-based payment arrangements. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. TheIn accordance with ASU 2010-13, the Company has assessed the impactrecorded a cumulative adjustment of this accounting update and expects$846,300 to reclassifyeliminate the stock option and warrant liability relating towith the 2.2 million stock options with exercise price denominated in Canadian dollars to equity.offset entry recorded, during the beginning of the period for the year ended December 31, 2011, against deficit accumulated during exploration stage.

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Forward-Looking StatementsAccounting Pronouncements

This report containsRecent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not, or incorporates by reference “forward-looking statements,” as that term is used in federal securities laws, about our financial condition, results of operations and business. These statements include, among others:

• statements concerning the benefits that we expect will result from our business activities and certain transactions that we contemplate or have completed, such as receipt of proceeds, increased revenues, decreased expenses and avoided expenses and expenditures; and
• statements of our expectations, beliefs, future plans and strategies, anticipated developments and other matters that are not historical facts.

These statements may be made expressly in this documentbelieved by management to, have a material impact on the Company’s present or may be incorporated by reference to other documents that we will file with the SEC and on SEDAR. You can find many of these statements by looking for words such as “believes,” “expects,” “anticipates,” “estimates” or similar expressions used in this report or incorporated by reference in this report.

These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause our actual results to be materially different from any future results expressed or implied in thosefinancial statements. Because the statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied. We caution you not to put undue reliance on these statements, which speak only as of the date of this report. Further, the information contained in this document or incorporated herein by reference is a statement of our present intention and is based on present facts and assumptions, and may change at any time and without notice, based on changes in such facts or assumptions.

Risk Factors Impacting Forward-Looking Statements

The important factors that could prevent us from achieving our stated goals and objectives include, in addition to the risk factors identified elsewhere in this report, the following:

• The success of our exploration program;
• Unexpected changes in business and economic conditions;
• Commodity price fluctuations;
• Technological changes in the mining industry;
• Any change in interest rates, currency exchange rates or inflation;
• The willingness and ability of third parties to honour their contractual commitments;
• Our ability to raise additional capital, as it may be affected by current conditions in the stock market and competition in the mining industry for risk capital;
• Our costs of exploration and production, if any;
• Environmental and other regulations, as the same presently exist and may hereafter be amended;
• Local and community impacts and issues; and
• Volatility of our stock price.

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We undertake no responsibility or obligation to update publicly these forward-looking statements, but may do so in the future in written or oral statements at our discretion. Investors should take note of any future statements made by or on our behalf.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSUREDISCLOSURES ABOUT MARKET RISK

Not required.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Financial Statements

3019

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

The Securities Exchange Act of 1934 defines internal control over financial reporting in Rules 13a-15(f) and 15d-15(f) as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

• Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and disposition of assets of the company;

• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of management and our board of directors; and

• Provide reasonable assurance regarding prevention and timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2010 based on criteria for effective internal control over financial reporting described in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on its assessment, management concluded that the Company maintained effective internal control over financial reporting as of December 31, 2010 based on those criteria.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the ShareholdersBoard of Directors and Directors ofStockholders
BE Resources, Inc.
(An Exploration Stage Entity)

We have audited the accompanying balance sheetssheet of BE Resources, Inc. (an exploration stage entity)(An Exploration Stage Company) (the “Company”) as of December 31, 2010 and 20092011 and the related statements of operations, shareholders’ (deficiency)stockholders’ equity and cash flows for the yearsyear ended December 31, 20102011 and 2009, andfor the cumulative period from inception (February 3, 2004) through December 31, 2010. These2011. BE Resources, Inc.’s management is responsible for these financial statements are the responsibility of the Company's management.statements. Our responsibility is to express an opinion on these financial statements based on our audits.audit. We did not audit the financial statements of BE Resources, Inc. (An Exploration Stage Company) for the year ended December 31, 2010 and from inception (February 3, 2004) to December 31, 2010. Those statements were audited by other auditors whose report has been furnished to us and our opinion in so far as it relates to the amounts included in the year ended December 31, 2010 and from inception (February 3, 2004) to December 31, 2010, is based solely on the report of other auditors.

We conducted our auditsaudit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our auditsaudit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includesstatements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provideaudit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of BE Resources, Inc. (An Exploration Stage Company) as of December 31, 2010 and 20092011 and the results of itstheir operations and itstheir cash flows for each of the yearsyear ended December 31, 20102011 and 2009 andfor the cumulative period from inception (February 3, 2004) through December 31, 2010,2011 in conformity with accounting principles generally accepted accounting principles in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company is in the exploration stage, has no established sources of revenue and is dependent on its ability to raise capitalsuffered losses from shareholders or other sources to sustain operations. These factorsoperations, which raise substantial doubt about the Company’sits ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

McGOVERN, HURLEY, CUNNINGHAM, LLP

/s/ McGovern, Hurley, Cunningham, LLP

Chartered AccountantsDe Joya Griffith & Company, LLC
Licensed Public Accountants

TORONTO, CanadaHenderson, Nevada
March 29, 201122, 2012

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20

INDEPENDENT AUDITOR’S REPORT

To the Board of Directors of BE Resources Inc.

We have audited the accompanying financial statements of BE Resources Inc., which comprise the balance sheet as at December 31, 2010 and the statements of operations, stockholders’ equity and cash flows for the year ended December 31, 2010, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with generally accepted accounting principles in the United States of America and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. Canadian generally accepted auditing standards also require that we comply with ethical requirements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements present fairly, in all material respects, the financial position of BE Resources Inc. as at December 31, 2010, and its financial performance and its cash flows for the year ended December 31, 2010 in accordance with generally accepted accounting principles in the United States of America.

Emphasis of Matter

Without qualifying our opinion, we draw attention to Note 1 in the financial statements which describes that the Company will require additional financing to fund the exploration and development of its exploration properties. This condition indicates the existence of a material uncertainty that may cast doubt about the Company’s ability to continue as a going concern.

	/s/ McGOVERN, HURLEY, CUNNINGHAM, LLP
	Chartered Accountants
TORONTO, Canada	Licensed Public Accountants
March 22, 2012

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The accompanying notes are an integral part of these financial statementsstatements.

3322

The accompanying notes are an integral part of these financial statementsstatements.

3423

The accompanying notes are an integral part of these financial statementsstatements.

3524

The accompanying notes are an integral part of these financial statementsstatements.

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