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