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
<PAGE>
                        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
<PAGE>
                                     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
<TABLE>
<CAPTION>
                                        Years Ended March 31,
                    ---------------------------------------------------------------
                      1998          1997         1996         1995          1994
                    ----------   ----------   ----------   ----------   -----------
<S>                 <C>          <C>          <C>          <C>           <C>       
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
<PAGE>
                      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
</TABLE>
                                                                 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
<PAGE>
                          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
<PAGE>
                              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
<PAGE>
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
<PAGE>
                                   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