SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10 - K ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MARCH 31, 1998. COMMISSION FILE NUMBER: 0-9577 BERYLLIUM INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) UTAH 87-0294391 (State or other jurisdiction of (I.R.S. Employer Identification Number) Incorporation or Organization) 8790 BLUE JAY LANE, SALT LAKE CITY, UTAH 84121 (Address of principal executive offices) Zip Code Registrant's telephone number, including area code: (801) 942-0895 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered NONE NONE Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, PAR VALUE $ .01 (Title of Class) 24-MONTH COMMON STOCK PURCHASE WARRANTS (Title of Class) 48-MONTH COMMON STOCK PURCHASE WARRANTS (Title of Class) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES: [ ] NO: [X] State the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant. The aggregate market value shall by computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity, as of a specified date within 60 days prior to the date of filing. 2 Form 10-K as Required by the Securities and Exchange Commission THE STOCK DOES HAVE PRESENT VALUE Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: 20,936,880 There are no documents incorporated by reference herein. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. PART I ITEM 1. BUSINESS The Company at the present time is conducting no business operation. The company was formed originally to be engaged in the acquisition and sale of interest in oil, gas, coal oil, shale and other mineral properties located principally in the Rocky Mountain region of the United States of America. However, with World decline in prices for Beryllium and intense competition from larger companies, the company went inactive in September, 1994. These factors caused the company to be unable to continue operation. The company at the present time is contemplating obtaining a company with a patented process for generating hydrogen and oxygen through the electrolysis of water whereby it is first commercial product is a generator used in the welding and steel cutting business. ITEM 2. PROPERTIES The company, at the present time, has divested itself of all properties and owns no properties at this time. ITEM 2. LEGAL PROCEEDINGS The company, at this time, has no legal proceeding in regard to its operations. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The company, at the present time, is planning to approve proxy material for the purpose of acquiring through a tax-free reorganization, a Nevada Corporation, which in turn controls a Singaporian Corporation. In the past, the company last had a Shareholders meeting on the 14th day of March, 1992. The company is planning to have Shareholders meeting on May 30, 1998. 3 Form 10-K as Required by the Securities and Exchange Commission PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDERS MATTERS At the present time, the company is not active. The company is not active, nor is their stock being traded at this time. There is no market for the stock at the present time. COMMON STOCK AND OTHER SECURITIES The Registrant's securities, consisting of common stock, 24-month common stock purchase warrants, 48-month common stock purchase warrants and units, are not being traded in any market. EXTENSION OF WARRANT'S EXPIRATION DATES In 1981, the registrant issued 1,250,000 24-month common stock purchase warrants (the "24-month Warrants") and 1,250,000 48-month common stock purchase warrants (the "48-month Warrants"). The expiration dates of both the 24-month Warrants and the 48-Month Warrants have been extended from time to time by the Registrant. The exercise price for the 24-month Warrants is $4.00 per share, and the exercise price for the 48-month Warrants is $5.33 per share. There is not now in effect a current registration statement with respect to any of the warrants. To date, none of the warrants has been exercised. ITEM 6. SELECTED FINANCIAL DATA Years Ended March 31, --------------------------------------------------------------- 1998 1997 1996 1995 1994 ---------- ---------- ---------- ---------- ----------- Statement of operations Data: Revenues: ....... None None -0- -0- none Net Loss: ....... 6823 1000.00 36,248. 15,506 94,764 Net Loss per common share: ... (0.00) (.00) (.00) (.00) (.50) Weighted Ave Common Shares Outstanding: .... 20,936,880 20,936,880 20,836,880 20,736,880 20,026,880 Dividends Declared or Paid: none. none. none. none. none. 4 Form 10-K as Required by the Securities and Exchange Commission 1998 1997 1996 1995 1994 ---------- ---------- ---------- ---------- ----------- Balance Sheet Data: Total Assets: ... -0- -0- -0- -0- 121.00 Long-Term Debt: . -0- -0- -0- -0- 881,758 CUMULATIVE JULY 10, 1985 TO MARCH 31, 1998 ----------- Statements of Operations Data: Revenues: ........................................... -0- Net Loss: ........................................... 1,036,243 Net Loss Per Common Share: .............................................. (.00) Weighted Average Common Shares Outstanding: ................................. 20,936,880 Dividends Declared or Paid: ......................... None. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The company, at this time, is not engaging in any activity and has been effectively in a development stage since the 30th day of September, 1994. The reason why the company has not done any business is that the mineral interests that the company was working on proved not to be commercially viable to mine or develop. The company has been in a development stage since that period of time and because of a lack of income and activity, has not filed any financial information since 1994. ITEM 8. LIQUIDITY AND CAPITAL RESOURCES The company at the present time has suffered a loss and has no operating revenues and zero cash flows. The company, at the present time, is considering an acquisition and/or merger that would provide operating capital for the company for the future. 5 Form 10-K as Required by the Securities and Exchange Commission ITEM 9. RESULTS OF OPERATIONS Currently the company is not operating and therefore, has had no revenue since 1994 and this has continued to the present time. ITEM 10. REVENUES AND EXPENSES The loss of the fiscal year, 1997. The company has filed an 8-K regarding change of auditors are Jones, Jenson and Company, L.L.C., 50 South Main Street, Suite 1450, Salt Lake City, Utah 84144 ITEM 11. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. PART III ITEM 10. REVENUES AND EXPENSES None. ITEM 11. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT CURRENT MANAGEMENT The table below sets forth the name, age, and position of each current director and executive officer of the Registrant and each nominee proposed for election to the board of directors. 6 Form 10-K as Required by the Securities and Exchange Commission DIRECTOR OR NAME AGE POSITIONS WITH COMPANY SINCE - ---------------- --- ----------------------------------- ----- Richard D. Moody 67 Chairmen of the Board, president 1985 and Chief Executive Officer and a director of Emery Energy, Inc., and Moody Beryllium Corporation. Gerald M. Park 66 Vice-President, treasurer, and a 1985 director of Emery Energy, Inc., and of Moody Beryllium Corporation. R. Dennis Ickes 54 Secretary and a director of Emery 1979 Energy, Inc., and Moody Beryllium Corporation. ITEM 12. EXECUTIVE COMPENSATION There has been no executive compensation. ITEM 13. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The registrant is authorized to issue 50,000,000 shares of common stock, par value $ .01, of which 20,936,880 shares were issued and outstanding at the close of business on March 31, 1997. Each share of common stock is entitled to one vote. The following table sets forth, as of March 31, 1997, the number of shares of the Registrant's common stock, par value $.01, held of record or beneficially by each person who was known by the Registrant to own beneficially, more than 5% of the Registrant's common stock, and the name and share holdings of each officer, director, and nominee, and all officers and directors as a group. Each person listed holds sole voting and investing power over the shares shown as being beneficially owned by such person. 7 Form 10-K as Required by the Securities and Exchange Commission NAME OF NUMBER OF PERCENT OF BENEFICIAL OWNER SHARES CLASS - ---------------------- --------- ---------- PRINCIPAL SHAREHOLDERS - ---------------------- Richard D. Moody 9,641,388 48.1% 1216 Route #1 Delta, Utah 84624 Gerald M. Park 1,567,265 7.8% 8790 Blue Jay Lane Salt Lake City, Utah 84121 OFFICERS AND DIRECTORS Richard D. Moody ----------------See above ------------------------- Gerald M. Park ----------------See above ------------------------- R. Dennis Ickes 202,211 1.0% R. Dennis Ickes and Susan Marriott Ickes All officers and directors as a group Three (3) persons. 11,410,864 57.0% ITEM 14. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS During the year ended March 31, 1997, the Registrant had no private transactions with related parties. PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K 8 Form 10-K as Required by the Securities and Exchange Commission SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BERYLLIUM INTERNATIONAL CORPORATION (registrant) _____________________________ Richard D. Moody President _______________________ (date) 9 Form 10-K as Required by the Securities and Exchange Commission