Form 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON DC 20549 Quarterly report pursuant to Section 13 or 15 (d) of the Securities and Exchange Act of 1934. For the Quarter ended September 30, 2000 Commission File Number 0-9577 BERYLLIUM INTERNATIONAL CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) UTAH 87-0294391 (State or other jurisdiction of (IRS employer I.D. Number) incorporation or organization) 8790 Blue Jay Lane SALT LAKE CITY, UTAH 84121 (Address of principal (Zip Code) executive offices) Registrant's telephone number including area code: (801) 733-7079 Indicate by a check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. YES [ ] NO [X] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the last practicable date: 20,936,880 common shares were outstanding as of September 30, 2000. BERYLLIUM INTERNATIONAL CORPORATION INDEX Page Number PART I. FINANCIAL INFORMATION: Item 1. Financial Statements: Condensed Balance Sheets 3 September 30, 2000 (unaudited) March 31, 2000 (unaudited) Condensed Statements of Operations and Accumulated Deficit (unaudited) 4 Quarter Ended September 30, 2000 July 10, 1985 (Inception) to September 30, 2000 Statements of Stockholders' Equity (Deficit) 5 Consolidated Statement of Cash Flows 11 Quarter Ended September 30, 2000 July 10, 1985 (Inception) to September 30, 2000 Notes to Condensed Financial Statements 13 Item 2.Management's Discussion and Analysis of Financial Condition 16 Item 3.Exhibit 11: Computation of Weighted Average Shares Outstanding 2 NOTE 1 - CONDENSED FINANCIAL STATEMENTS BERYLLIUM INTERNATIONAL CORPORATION (A Development Stage Company) Balance Sheets ASSETS September 30, March 31, 2000 2000 ------------------ ------------------ (Unaudited) CURRENT ASSETS Cash $ - $ - ------------------ ------------------ Total Current Assets - - ------------------ ------------------ TOTAL ASSETS $ - $ - ================== ================== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Accrued expenses $ 182,644 $ 162,877 Trade payable 2,324 2,324 Notes payable - related party (Note 3) 119,506 119,506 ------------------ ------------------ Total Liabilities 304,474 284,707 ------------------ ------------------ STOCKHOLDERS' EQUITY (DEFICIT) Common stock: $0.01 par value, 50,000,050 shares authorized, 20,936,880 shares issued and outstanding 209,369 209,369 Additional paid-in capital 826,874 826,874 Accumulated deficit (1,340,717) (1,320,950) ------------------ ------------------ Total Stockholders' Equity (Deficit) (304,474) (284,707) ------------------ ------------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ - $ - ================== ================== 3 BERYLLIUM INTERNATIONAL CORPORATION (A Development Stage Company) Statements of Operations (Unaudited) From Inception of the Development For the For the Stage on Three Months Ended Six Months Ended January 1, September 30, September 30, 1994 Through --------------------------------- ------------------------------ September 30, 2000 1999 2000 1999 2000 --------------- ---------------- -------------- -------------- ---------------- REVENUES $ - $ - $ - $ - $ - --------------- ---------------- -------------- -------------- ---------------- EXPENSES General and administrative - - - - 250,028 --------------- ---------------- -------------- -------------- ---------------- Total Expenses - - - - 250,028 --------------- ---------------- -------------- -------------- ---------------- LOSS FROM OPERATIONS - - - - (250,028) --------------- ---------------- -------------- -------------- ---------------- OTHER EXPENSE Interest expense 9,883 9,575 19,767 19,150 54,445 --------------- ---------------- -------------- -------------- ---------------- Total Other Expense 9,883 9,575 19,767 19,150 54,445 --------------- ---------------- -------------- -------------- ---------------- LOSS BEFORE DISCONTINUED OPERATIONS (9,883) (9,575) (19,767) (19,150) (304,473) LOSS ON DISCONTINUED OPERATIONS - - - - (1,036,244) --------------- ---------------- -------------- -------------- ---------------- NET LOSS $ (9,883) $ (9,575) $ (19,767) $ (19,150) $ (1,340,717) =============== ================ ============== ============== ================ BASIC LOSS PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00) =============== ================ ============== ============== WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 20,936,880 20,936,880 20,936,880 20,936,880 =============== ================ ============== ============== 4 BERYLLIUM INTERNATIONAL CORPORATION (A Development Stage Company) Statements of Stockholders' Equity (Deficit) Deficit Accumulated Common Stock Capital in Common During the ------------------------------- Excess of Stock Development Shares Amount Par Value Subscriptions Stage -------------- -------------- -------------- --------------- -------------- Common stock issued on date of incorporation at approximately $1.00 per share to officers in exchange for natural resource properties valued at $55,157, the cost basis to the individuals, less the assumption of long-term debt of $5,474 50,000 $ 49,683 $ - $ - $ - Recapitalization change resulting from merger and acquisition of Emery net assets on December 20, 1985 3,450,000 (14,683) 14,683 - - Change resulting from merger and acquisition of Emery net assets on December 20, 1985 - outstanding shares of Emery 3,467,720 34,677 63,054 - - Common stock issued for cash between February and March, 1986 at $0.25 per share 200,000 2,000 48,000 - - Issuance of common stock sub- scriptions in March, 1986, 400,000 shares at $0.25 per share - - - 100,000 - Acquisition and cancellation of treasury stock (80,000) (800) (49,200) - - Net (loss) for the period ended March 31, 1986 - - - - (128,232) -------------- -------------- -------------- --------------- -------------- Balance, March 31, 1986 7,087,720 $ 70,877 $ 76,537 $ 100,000 $ (128,232) -------------- -------------- -------------- --------------- -------------- 5 BERYLLIUM INTERNATIONAL CORPORATION (A Development Stage Company) Statements of Stockholders' Equity (Deficit) Deficit Accumulated Common Stock Capital in Common During the ------------------------------- Excess of Stock Development Shares Amount Par Value Subscriptions Stage -------------- -------------- -------------- --------------- -------------- Balance, March 31, 1986 7,087,720 $ 70,877 $ 76,537 $ 100,000 $ (128,232) Common stock subscriptions issued for cash between April and May, 1986 at $0.25 per share 400,000 4,000 96,000 (100,000) - Common stock issued in settlement of long-term debt and accrued interest in August, 1986 valued at $0.38 per share 57,142 571 21,262 - - Common stock issued for cash between July and September, 1986 at prices ranging from $0.33 to $0.50 less costs of issuance 190,000 1,900 67,900 - - Adjustment to liability to shareholder representing changes in net assets of Emery Energy, Inc. from March 31, 1986 to August 1, 1986 (the date such assets were returned to the principal shareholder of Emery Energy, Inc.) - - 11,920 - - Common stock issued for services in March, 1987 valued at $0.08 per share 40,000 400 2,933 - - Common stock issued to the former shareholders of Moody Beryllium Corporation resulting from the acquisition and realignment of Beryllium international Corporation (formerly Emery Energy, Inc.) 10,370,880 103,709 (103,709) - - Net (loss) for the year ended March 31, 1987 - - - - (229,183) -------------- -------------- -------------- --------------- -------------- Balance, March 31, 1987 18,145,742 181,457 172,843 - (357,415) Common stock issued for cash in July, 1987 at $0.25 per share 80,000 800 19,200 - - Common stock issued for services between July, 1987 and March, 1988 at $0.25 per share 21,600 216 5,184 - - Net (loss) for the year ended March 31, 1988 - - - - (364,957) -------------- -------------- -------------- --------------- -------------- Balance, March 31, 1988 18,247,342 $ 182,473 $ 197,227 $ - $ (722,372) -------------- -------------- -------------- --------------- -------------- 6 BERYLLIUM INTERNATIONAL CORPORATION (A Development Stage Company) Statements of Stockholders' Equity (Deficit) Deficit Accumulated Common Stock Capital in Common During the ------------------------------- Excess of Stock Development Shares Amount Par Value Subscriptions Stage -------------- -------------- -------------- --------------- -------------- Balance, March 31, 1988 18,247,342 $ 182,473 $ 197,227 $ - $ (722,372) Common stock issued for cash between May and June, 1988 at $0.25 per share 40,000 400 9,600 - - Common stock issued for services in June, 1988 at $0.25 per share 10,000 100 2,400 - - Common stock issued in settlement of payable to officers and directors in November, 1988 at $0.25 per share 1,315,485 13,155 315,717 - - Net (loss) for the year ended March 31, 1989 - - - - (49,217) -------------- -------------- -------------- --------------- -------------- Balance, March 31, 1989 19,612,827 196,128 524,944 - (771,589) Common stock issued for cash between June and August, 1989 at $0.10 per share 150,000 1,500 13,500 - - Common stock issued for cash in June, 1989 at $0.25 per share 5,442 54 1,306 - - Common stock issued in settlement of trade accounts payable in November, 1989 at $0.25 per share 3,254 33 781 - - Common stock issued for services in November, 1989 at between $0.10 and $0.25 per share 55,357 554 8,005 - - Common stock issued for natural resource properties in January, 1990 at $0.25 per share 150,000 1,500 36,000 - - Net (loss) for the year ended March 31, 1990 - - - - (53,269) -------------- -------------- -------------- --------------- -------------- Balance, March 31, 1990 19,976,880 199,769 584,536 - (824,858) Common stock issued in settlement of trade accounts payable in October, 1990 at $0.10 per share 50,000 500 4,500 - - Net (loss) for the year ended March 31, 1991 - - - - (56,875) -------------- -------------- -------------- --------------- -------------- Balance, March 31, 1991 20,026,880 $ 200,269 $ 589,036 $ - $ (881,733) -------------- -------------- -------------- --------------- -------------- 7 BERYLLIUM INTERNATIONAL CORPORATION (A Development Stage Company) Statements of Stockholders' Equity (Deficit) Deficit Accumulated Common Stock Capital in Common During the ------------------------------- Excess of Stock Development Shares Amount Par Value Subscriptions Stage -------------- -------------- -------------- --------------- -------------- Balance, March 31, 1991 20,026,880 $ 200,269 $ 589,036 $ - $ (881,733) Net (loss) for the year ended March 31, 1992 - - - - (45,995) -------------- -------------- -------------- --------------- -------------- Balance, March 31, 1992 20,026,880 200,269 589,036 - (927,728) Expenses paid on behalf of the Company by the shareholders - - 76,209 - - Payable to officers and directors reclassified as contributed capital in excess of par value - - 73,564 - - Net (loss) for the year ended March 31, 1993 - - - - (101,663) -------------- -------------- -------------- --------------- -------------- Balance, March 31, 1993 20,026,880 200,269 738,809 - (1,029,391) Note payable and accrued interest paid on behalf of the Company by one of the shareholders - - 18,688 - - Expenses paid on behalf of the Company by the shareholders - - 6,618 - - Net (loss) for the year ended March 31, 1994 - - - - (19,771) -------------- -------------- -------------- --------------- -------------- Balance, March 31, 1994 20,026,880 200,269 764,115 - (1,049,162) Common stock issued for services valued at $0.10 per share 120,000 1,200 10,800 - - Common stock issued for trade payables at $0.10 per share 380,000 3,800 34,200 - - Common stock issued for trade payables in August, 1994 at par 10,000 100 - - - Common stock issued for services in August, 1994 at par 200,000 2,000 - - - Expenses paid on behalf of the Company by the shareholders - - 1,506 - - Net (loss) for the year ended March 31, 1995 - - - - (15,506) -------------- -------------- -------------- --------------- -------------- Balance, March 31, 1995 20,736,880 $ 207,369 $ 810,621 $ - $ (1,064,668) -------------- -------------- -------------- --------------- -------------- 8 BERYLLIUM INTERNATIONAL CORPORATION (A Development Stage Company) Statements of Stockholders' Equity (Deficit) Deficit Accumulated Common Stock Capital in Common During the ------------------------------- Excess of Stock Development Shares Amount Par Value Subscriptions Stage -------------- -------------- -------------- --------------- -------------- Balance, March 31, 1995 20,736,880 $ 207,369 $ 810,621 $ - $ (1,064,668) Common stock issued in settlement of trade accounts payable in March, 1996 at approximately $0.02 per share 100,000 1,000 930 - - Expenses paid on behalf of the Company by the shareholders - - 1,000 - - Net income for the year ended March 31, 1996 - - - - 36,248 -------------- -------------- -------------- --------------- -------------- Balance, March 31, 1996 20,836,880 208,369 812,551 - (1,028,420) Common stock issued in settlement of trade accounts payable in June, 1996 at par 100,000 1,000 - - - Trade payables paid on behalf of the Company by the shareholders - - 6,500 - - Expenses paid on behalf of the Company by the shareholders - - 1,000 - - Net (loss) for the year ended March 31, 1997 - - - - (1,000) -------------- -------------- -------------- --------------- -------------- Balance, March 31, 1997 20,936,880 209,369 820,051 - (1,029,420) Capital contributed to pay Company expenses - - 6,823 - - Net loss for the year ended March 31, 1998 - - - - (6,823) -------------- -------------- -------------- --------------- -------------- Balance, March 31, 1998 20,936,880 209,369 826,874 - (1,036,243) Net loss for the year ended March 31, 1999 - - - - (248,591) -------------- -------------- -------------- --------------- -------------- Balance, March 31, 1999 20,936,880 209,369 826,874 - (1,284,834) Net loss for the year ended March 31, 2000 - - - - (36,116) -------------- -------------- -------------- --------------- -------------- Balance, March 31, 2000 20,936,880 $ 209,369 $ 826,874 $ - $ (1,320,950) -------------- -------------- -------------- --------------- -------------- 9 BERYLLIUM INTERNATIONAL CORPORATION (A Development Stage Company) Statements of Stockholders' Equity (Deficit) Deficit Accumulated Common Stock Capital in Common During the ------------------------------- Excess of Stock Development Shares Amount Par Value Subscriptions Stage -------------- -------------- -------------- --------------- -------------- Balance, March 31, 2000 20,936,880 $ 209,369 $ 826,874 $ - $ (1,320,950) Net loss for the six months ended September 30, 2000 (unaudited) - - - - (19,767) -------------- -------------- -------------- --------------- -------------- Balance, September 30, 2000 (unaudited) 20,936,880 $ 209,369 $ 826,874 $ - $ (1,340,717) ============== ============== ============== =============== ============== 10 BERYLLIUM INTERNATIONAL CORPORATION (A Development Stage Company) Statements of Cash Flows (Unaudited) From Inception of the Development For the For the Stage on Three Months Ended Six Months Ended January 1, September 30, September 30, 1994 Through ------------------------------- ----------------------------- September 30, 2000 1999 2000 1999 2000 -------------- -------------- ------------- -------------- --------------- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (9,883) $ (9,575) $ (19,766) $ (19,150) $ (1,340,716) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization - - - - 1,273 Expenses paid by shareholders - - - - 93,156 Common stock issued for services - - - - 33,792 Organization costs - - - - (200) Loss on disposal of real estate - - - - 52,000 Loss on disposition of assets - - - - 6,823 Gain on forgiveness of debt - - - - (37,248) Changes in operating assets and liabilities: Increase (decrease) in trade payables - - - - 92,916 Increase (decrease) in notes payable - - - - 502,175 Increase (decrease) in accrued expenses 9,883 9,575 19,766 19,150 206,098 -------------- -------------- ------------- -------------- --------------- Cash Provided (Used) by Operating Activities - - - - (389,931) -------------- -------------- ------------- -------------- --------------- CASH FLOWS FORM INVESTING ACTIVITIES Purchase of natural resource properties - - - - (1,140,803) Proceeds from disposal of real estate - - - - 668,000 Claims and development costs - - - - (18,942) Proceeds from Gold Fields joint venture agreement - - - - 25,000 -------------- -------------- ------------- -------------- --------------- Cash Provided (Used) by Investing Activities - - - - (466,745) -------------- -------------- ------------- -------------- --------------- CASH FLOWS FROM FINANCING ACTIVITIES Common stock issued for cash - - - - 266,160 Proceeds from long-term debt - - - - 1,268,138 Payments on long-term debt - - - - (642,622) Reacquisition and cancellation of common stock - - - - (50,000) Proceeds from note payable - - - - 25,000 -------------- -------------- ------------- -------------- --------------- Cash Provided (Used) by Financing Activities - - - - 856,676 -------------- -------------- ------------- -------------- --------------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS - - - - - CASH AT BEGINNING OF PERIOD - - - - - -------------- -------------- ------------- -------------- ---------- CASH AT END OF PERIOD $ - $ - $ - $ - $ - ============== ============== ============= ============== ========== 11 BERYLLIUM INTERNATIONAL CORPORATION (A Development Stage Company) Statements of Cash Flows (Unaudited) From Inception of the Development For the For the Stage on Three Months Ended Six Months Ended January 1, September 30, September 30, 1994 Through ------------------------------- ----------------------------- September 30, 2000 1999 2000 1999 2000 -------------- -------------- ------------- -------------- --------------- Cash Payments For: Income taxes $ - $ - $ - $ - $ 764 Interest $ - $ - $ - $ - $ 77,927 Non-Cash Financing Activities: Common stock issued in settlement of long-term debt $ - $ - $ - $ - $ 21,833 Common stock issued in exchange for natural resource properties $ - $ - $ - $ - $ 37,500 Common stock issued in settlement of trade payables $ - $ - $ - $ - $ 46,844 Trade payables paid on behalf of the Company by the shareholders $ - $ - $ - $ - $ 6,500 Common stock issued in settlement of payables to officers and directors $ - $ - $ - $ - $ 328,872 Forgiveness of debt by officers an directors of the company $ - $ - $ - $ - $ 73,564 Note payable and accrued interest paid by a director of the Company $ - $ - $ - $ - $ 15,000 12 BERYLLIUM INTERNATIONAL CORPORATION (A Development Stage Company) Notes to the Financial Statements September 30, 2000 and March 31, 2000 NOTE 1 - ACQUISITION OF MOODY BERYLLIUM CORPORATION On December 20, 1985, pursuant to an acquisition and merger agreement, Emery Energy, Inc. (Emery) acquired all of the common stock of Moody Beryllium Corporation (Moody), a company that was organized July 10, 1985 to hold interests in, explore, and develop natural resource properties, in exchange for 13,870,880 shares of Emery's common stock. On that date, 3,500,000 shares were issued to the Moody shareholders with the remaining 10,370,880 shares to be issued subsequent to Emery's obtaining shareholder approval to increase the number of authorized shares. On December 19, 1986, Emery held its annual meeting and increased the authorized common stock from 10,000,000 to 50,000,000 shares. Because the shares issued in the acquisition of Moody represented 80% of the then outstanding shares of Emery, Moody was deemed, for financial reporting purposes only, to have acquired Emery and its two wholly owned subsidiaries, H&H Drilling, Inc. (H&H) and La Jolla Energy Resources, Inc. Accordingly, the acquisition of Emery by Moody at a cost of $97,731, determined based on the fair value of the net assets acquired, which was more reliably determinable than the value of the shares issued, was accounted for as a purchase with the net assets of Emery and its subsidiaries being recorded at fair value at the acquisition date. Due to the depletion of oil and gas reserves on Emery's developed properties, the decline in the prices received for oil and gas production, and the general economic conditions of the oil and gas and mining industries, no value was assigned to Emery's natural resource properties at the date of acquisition by Moody. The operating results of the new entity (the Company) reflect the development stage activities of Moody from incorporation on July 10, 1985 through March 31, 1997 and Emery from the date of the combination through August 1, 1986, the date on which the net assets of Emery were transferred to its principal shareholder via a transfer of H&H's common stock. The subsidiaries were dissolved in 1992. NOTE 2 - ORGANIZATION AND DESCRIPTION OF BUSINESS Emery was incorporated on February 17, 1972 in the State of Utah. The principal business of Emery, in conjunction with H&H, was acquisition, operation, and sales of interests in oil and gas, coal, and other mineral properties located principally in the Rocky Mountain region. Moody (a development stage company) was incorporated in the State of Utah on July 10, 1985. Moody was merged into La Jolla Energy Resources, Inc., an inactive wholly-owned subsidiary of Emery, on March 28, 1986. La Jolla then changed its name to Moody. The principal business of Moody was to explore and develop natural resource properties. During the year ended March 31, 1992, Moody Corporation was dissolved. On December 19, 1986, the Company changed its name to Beryllium International Corporation. Presently, the Company has no active operations and is seeking a merger with an existing, operating company. The Company has elected a March 31 year end. 13 BERYLLIUM INTERNATIONAL CORPORATION (A Development Stage Company) Notes to the Financial Statements September 30, 2000 and March 31, 2000 NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. Accounting Method The Company's financial statements are prepared using the accrual method of accounting. b. Provision for Taxes The Company has a net operating loss carryover of approximately $1,340,000 as of September 30, 2000 which expires in full by 2020. The potential tax benefit has been offset by a valuation allowance for the same amount. c. Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. d. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. e. Basic Loss Per Share Basic loss per share has been calculated based on the weighted average number of shares of common stock outstanding during the period. For the For the Three Months Ended Six Months Ended September 30, September 30, --------------------------------- --------------------------------- 2000 1999 2000 1999 ---------------- --------------- --------------- ---------------- Basic loss per share: Numerator - net loss $ (9,883) $ (9,575) $ (19,766) $ (19,150) Denominator - weighted average number of shares outstanding 20,936,880 20,936,880 20,936,880 20,936,880 ---------------- --------------- --------------- ---------------- Loss per share $ (0.00) $ (0.00) $ (0.00) $ (0.00) ================ =============== =============== ================ f. Revenue Recognition The Company currently has no source of revenues. Revenue recognition policies will be determined when principal operations begin. 14 BERYLLIUM INTERNATIONAL CORPORATION (A Development Stage Company) Notes to the Financial Statements September 30, 2000 and March 31, 2000 NOTE 4 - GOING CONCERN The Company's financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established revenues sufficient to cover its operating costs and allow it to continue as a going concern. Management intends to seek out and consummate a merger with an existing, operating company. NOTE 5 - NOTES PAYABLE - RELATED PARTIES At September 30, 2000 and 1999, notes payable to related parties consisted of the following: September 30, March 31, 2000 2000 ------------------ ------------------ (Unaudited) Note payable to a director of the Company, bearing interest at prime plus 4.0%, unsecured, past due. $ 37,500 $ 37,500 Note payable to a director of the Company, bearing interest at prime plus 4.0%, unsecured, past due. 82,006 82,006 ------------------ ------------------ Total notes payable to related parties 119,506 119,506 Less: current portion (119,506) (119,506) ------------------ ------------------ Total Long-Term Debt $ - $ - ================== ================== 15 NOTE 2 - SUBSEQUENT EVENTS None BERYLLIUM INTERNATIONAL CORPORATION (A Development Stage Company) Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FINANCIAL CONDITION, LIQUIDITY, AND CAPITAL RESOURCES The Company is still in the development stage and as such has no income. It relies completely on private placement sales of stock for spending capital. 16 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Beryllium International Corporation Registrant September 30, 2000 By /s/ Gerald M. Park --------------------------- Gerald M. Park Vice-President 17