SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10 - K/A

                 ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR
                              ENDED MARCH 31, 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          (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) 733-7079

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.

<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 ceased  exploring  options on it's mining rights
September,  1994.  These  factors  caused the  company to be unable to  continue
operation.  Since September 1994 the Company has been seeking a merger candidate
to provide operating capital for the future.

                               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

                  none
                                       2
<PAGE>

                                     PART II

                ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND
                        RELATED SECURITY HOLDERS MATTERS

     At the present time, the company has limited  activity.  The stock is being
quoted on the Pink  Sheets at this time.  There is no or limited  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 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 1998.

                     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.

                                       3
<PAGE>

                          ITEM 9. RESULTS OF OPERATIONS

     Currently  the company has limited  operations  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, 2000.

                   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.

                                       4
<PAGE>


                              DIRECTOR OR
NAME                  AGE     POSITIONS WITH COMPANY                      SINCE
----------------      ---     -----------------------------------         -----
Richard D. Moody      69      Chairmen of the Board, president             1985
                              and Chief Executive Officer and a
                              director of Emery Energy, Inc., and
                              Moody Beryllium Corporation.

Gerald M. Park        68      Vice-President, treasurer, and a             1985
                              director of Emery Energy, Inc., and
                              of Moody Beryllium Corporation.

R. Dennis Ickes       56      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,  2000.  Each share of common stock is entitled to
one vote.

        The  following  table sets forth,  as of March 31,  2000,  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.

                                       5
<PAGE>

NAME OF
BENEFICIAL OWNER                             NUMBER OF               PERCENT OF
PRINCIPAL SHAREHOLDERS                        SHARES                   CLASS
----------------------                        ------                   -----
Richard D. Moody                            2,250,000                  10.7%
1216 Route #1
Delta, Utah 84624

Gerald M.  Park                             1,567,265                  7.8%
8790 Blue Jay Lane
Salt Lake City, Utah 84121

Jean Moody Family Trust                     5,841,388                 27.9%
5056 Three Fountain Cir
Salt Lake City, Utah 84107

Bank of Arizona NA Liquidation Acct         1,642,280                  7.8%
Box 29550 Dept AZ1-2004
Phoenix, AZ 85038

OFFICERS AND DIRECTORS
----------------------
Richard D. Moody             ----------------See above -------------------------

Gerald M. Park               ----------------See above -------------------------

R. Dennis Ickes                               847,511                   4.2%

R. Dennis Ickes and                             4,700                    *
Susan Marriott Ickes

All officers and directors
as a group Three (3) persons.                4,669,476                 22.4%
-------------------
* Less than 1%


             ITEM 14. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        During the year ended  March 31,  2000,  the  Registrant  had no private
transactions with related parties.

                                     PART IV

          ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
                                   ON FORM 8-K


                                        6
<PAGE>

                                   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

October 25, 2000                             By  /s/ Richard D. Moody
                                                ----------------------------
                                                Richard D. Moody
                                                President

                                       7
<PAGE>

                       BERYLLIUM INTERNATIONAL CORPORATION
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS
                             March 31, 2000 and 1999

                                       F-1
<PAGE>

                                 C O N T E N T S



Independent Auditors' Report..............................................F-3

Balance Sheets............................................................F-4

Statements of Operations..................................................F-5

Statements of Stockholders' Equity (Deficit)..............................F-6

Statements of Cash Flows..................................................F-11

Notes to the Financial Statements.........................................F-13

                                       F-2
<PAGE>

                          INDEPENDENT AUDITORS' REPORT


The Board of Directors
Beryllium International Corporation
Salt Lake City, Utah

We have  audited the  accompanying  balance  sheets of  Beryllium  International
Corporation (a development stage company) as of March 31, 2000 and 1999, and the
related statements of operations, stockholders' equity (deficit), and cash flows
for the  years  ended  March 31,  2000,  1999 and 1998 and for the  period  from
inception on July 10, 1985 through March 31, 2000.  These  financial  statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of  Beryllium  International
Corporation (a development stage company) as of March 31, 2000 and 1999, and the
results of its operations and its cash flows for the years ended March 31, 2000,
1999 and 1998 and from  inception  on July 10, 1985 through  March 31, 2000,  in
conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 4 to the
financial  statements,  the  Company  is a  development  stage  company  with no
significant  operating results to date, which raises substantial doubt about its
ability to continue as a going concern.  Management's plans with regard to these
matters  are  also  described  in the Note 4. The  financial  statements  do not
include any adjustments that might result from the outcome of this uncertainty.


/s/ HJ & Associates, LLC

HJ & Associates, LLC
Salt Lake City, Utah
October 23, 2000

                                       F-3
<PAGE>
<TABLE>
<CAPTION>
                                       BERYLLIUM INTERNATIONAL CORPORATION
                                          (A Development Stage Company)
                                                 Balance Sheets

                                                     ASSETS

                                                                                        March 31,
                                                                         ---------------------------------------
                                                                               2000                  1999
                                                                         -----------------     -----------------
CURRENT ASSETS
<S>                                                                      <C>                   <C>
   Cash                                                                  $          -          $          -
                                                                         -----------------     -----------------
     Total Current Assets                                                           -                     -
                                                                         -----------------     -----------------
     TOTAL ASSETS                                                        $          -          $          -
                                                                         =================     =================

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
   Trade payable                                                         $           2,324     $             887
   Accrued expenses                                                                162,877               128,198
   Notes payable - related party (Note 5)                                          119,506               119,506
                                                                         -----------------     -----------------
     Total Liabilities                                                             284,707               248,591
                                                                         -----------------     -----------------

STOCKHOLDERS' EQUITY (DEFICIT)
   Common stock: 50,000,000 shares
    authorized of $0.01 par value,
    20,936,880 and 20,936,880 shares
    issued and outstanding, respectively                                           209,369               209,369
   Capital in excess of par value                                                  826,874               826,874
   Deficit accumulated during the
    development stage                                                           (1,320,950)           (1,284,834)
                                                                         -----------------     -----------------
     Total Stockholders' Equity (Deficit)                                         (284,707)             (248,591)
                                                                         -----------------     -----------------

     TOTAL LIABILITIES, AND STOCKHOLDERS'
      EQUITY (DEFICIT)                                                   $          -          $          -
                                                                         =================     =================
</TABLE>

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

                                       F-4
<PAGE>
<TABLE>
<CAPTION>
                                       BERYLLIUM INTERNATIONAL CORPORATION
                                          (A Development Stage Company)
                                            Statements of Operations

                                                                                                          From
                                                                                                       Inception on
                                                                                                         July 10,
                                                       For the Years Ended March 31,                   1985 Through
                                          -------------------------------------------------------        March 31,
                                               2000                1999                1998                2000
                                          ----------------    ---------------     ---------------    ----------------
<S>                                       <C>                 <C>                 <C>                <C>
REVENUES                                  $         -         $        -          $        -         $         -
                                          ----------------    ---------------     ---------------    ----------------
EXPENSES

   General and administrative                        1,437            120,393              -                  121,830
                                          ----------------    ---------------     ---------------    ----------------

     Total Expenses                                  1,437            120,393              -                  121,830
                                          ----------------    ---------------     ---------------    ----------------
INCOME (LOSS) FROM
 DISCONTINUED OPERATIONS                            -                  -                   (6,823)         (1,036,243)
                                          ----------------    ---------------     ---------------    ----------------
OTHER EXPENSES

   Interest expense                                 34,679            128,198              -                  162,877
                                          ----------------    ---------------     ---------------    ----------------

     Total Other Expenses                           34,679            128,198              -                  162,877
                                          ----------------    ---------------     ---------------    ----------------

NET INCOME (LOSS)                         $        (36,116)   $      (248,591)    $        (6,823)   $     (1,320,950)
                                          ================    ===============     ===============    ================

INCOME (LOSS) PER SHARE                   $          (0.00)   $         (0.01)    $         (0.00)
                                          ================    ===============     ===============

WEIGHTED AVERAGE
 NUMBER OF SHARES                               20,936,880         20,936,880          20,936,880
                                          ================    ===============     ===============
</TABLE>

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

                                       F-5
<PAGE>
<TABLE>
<CAPTION>
                                       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
                                      --------------   ---------------   --------------   ---------------   --------------
<S>                                        <C>         <C>               <C>              <C>               <C>
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)
                                      --------------   ---------------   --------------   ---------------   --------------
</TABLE>

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

                                       F-6
<PAGE>
<TABLE>
<CAPTION>
                                       BERYLLIUM INTERNATIONAL CORPORATION
                                          (A Development Stage Company)
                             Statements of Stockholders' Equity (Deficit)(Continued)


                                                                                                               Deficit
                                                                                                              Accumulated
                                                 Common Stock               Capital in         Common          During the
                                      --------------------------------      Excess of           Stock          Development
                                          Shares            Amount          Par Value       Subscriptions        Stage
                                      --------------   ---------------   --------------   ---------------   --------------
<S>                                        <C>         <C>               <C>              <C>               <C>
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)
                                      --------------   ---------------   --------------   ---------------   --------------
</TABLE>

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

                                       F-7
<PAGE>
<TABLE>
<CAPTION>
                                       BERYLLIUM INTERNATIONAL CORPORATION
                                          (A Development Stage Company)
                             Statements of Stockholders' Equity (Deficit)(Continued)


                                                                                                               Deficit
                                                                                                              Accumulated
                                                 Common Stock               Capital in         Common          During the
                                      --------------------------------      Excess of           Stock          Development
                                          Shares            Amount          Par Value       Subscriptions        Stage
                                      --------------   ---------------   --------------   ---------------   --------------
<S>                                      <C>           <C>               <C>              <C>               <C>
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)
                                      --------------   ---------------   --------------   ---------------   --------------
</TABLE>

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

                                       F-8
<PAGE>
<TABLE>
<CAPTION>
                                       BERYLLIUM INTERNATIONAL CORPORATION
                                          (A Development Stage Company)
                             Statements of Stockholders' Equity (Deficit)(Continued)


                                                                                                               Deficit
                                                                                                              Accumulated
                                                 Common Stock               Capital in         Common          During the
                                      --------------------------------      Excess of           Stock          Development
                                          Shares            Amount          Par Value       Subscriptions        Stage
                                      --------------   ---------------   --------------   ---------------   --------------
<S>                                        <C>         <C>               <C>              <C>               <C>
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)
                                      --------------   ---------------   --------------   ---------------   --------------
</TABLE>

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

                                       F-9
<PAGE>
<TABLE>
<CAPTION>
                                       BERYLLIUM INTERNATIONAL CORPORATION
                                          (A Development Stage Company)
                             Statements of Stockholders' Equity (Deficit)(Continued)


                                                                                                               Deficit
                                                                                                              Accumulated
                                                 Common Stock               Capital in         Common          During the
                                      --------------------------------      Excess of           Stock          Development
                                          Shares            Amount          Par Value       Subscriptions        Stage
                                      --------------   ---------------   --------------   ---------------   --------------
<S>                                        <C>         <C>               <C>              <C>               <C>
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)
                                      ==============   ===============   ==============   ===============   ==============
</TABLE>

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

                                      F-10
<PAGE>
<TABLE>
<CAPTION>
                                       BERYLLIUM INTERNATIONAL CORPORATION
                                          (A Development Stage Company)
                                            Statements of Cash Flows
                                                                                                                From
                                                                                                             Inception on
                                                                                                               July 10,
                                                                    For the Years Ended March 31,            1985 Through
                                                     ----------------------------------------------------      March 31,
                                                            2000              1999              1998             2000
                                                     -----------------   --------------   ---------------   --------------
<S>                                                  <C>                 <C>              <C>               <C>
CASH FLOWS FROM OPERATING
  ACTIVITIES:
  Net Income (Loss)                                  $         (36,116)  $     (248,591)  $        (6,823)  $   (1,320,950)
  Adjustments to reconcile net loss to net
   cash used in operating activities:
   Depreciation and amortization                                -                -                 -                 1,273
   Expenses paid by shareholders                                -                -                  6,823           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                         1,437              887            -                92,916
   Increase (decrease) in notes payable                         -                -                 -               402,436
   Increase (decrease) in accrued expenses                      34,679          128,198            -               166,565
                                                     -----------------   --------------   ---------------   --------------
       Cash Provided (Used) by Operating Activities            -              (119,506)           -              (509,437)
                                                     ----------------    -------------    --------------    -------------
CASH FLOWS FROM 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 - related party                 -               119,506            -               134,506
                                                     ----------------    -------------    --------------    -------------
       Cash Provided (Used) by Financing Activities            -               119,506            -               976,182
                                                     ----------------    -------------    --------------    -------------

NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                             -                -                 -                -

CASH AT BEGINNING OF PERIOD                                    -                -                 -                -
                                                     ----------------    -------------    --------------    -------------

CASH AT END OF PERIOD                                $         -         $      -         $       -         $      -
                                                     ================    =============    ==============    =============
</TABLE>

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

                                      F-11
<PAGE>
<TABLE>
<CAPTION>
                                       BERYLLIUM INTERNATIONAL CORPORATION
                                          (A Development Stage Company)
                                            Statements of Cash Flows
                                                                                                                From
                                                                                                             Inception on
                                                                                                               July 10,
                                                                    For the Years Ended March 31,            1985 Through
                                                     ----------------------------------------------------      March 31,
                                                            2000              1999              1998             2000
                                                     -----------------   --------------   ---------------   --------------
<S>                                                  <C>                 <C>              <C>               <C>
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

</TABLE>

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

                                      F-12
<PAGE>

                       BERYLLIUM INTERNATIONAL CORPORATION
                          (A Development Stage Company)
                        Notes to the Financial Statements
                             March 31, 2000 and 1999

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.

                                      F-13
<PAGE>

                       BERYLLIUM INTERNATIONAL CORPORATION
                          (A Development Stage Company)
                        Notes to the Financial Statements
                             March 31, 2000 and 1999


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
               $1,031,000  as of March 31,  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.

                                                                March 31,
                                                       ------------------------
                                                           2000        1999
                                                       -----------  -----------
                      Basic loss per share:

                      Numerator - net loss             $   (36,116) $  (248,591)
                      Denominator - weighted average
                        number of shares outstanding    20,936,880   20,936,880
                                                       -----------  -----------
                      Loss per share                   $     (0.00) $     (0.01)
                                                       ===========  ===========

               f.  Revenue Recognition

               The  Company  currently  has  no  source  of  revenues.   Revenue
               recognition policies will be determined when principal operations
               begin.

                                      F-14
<PAGE>

                       BERYLLIUM INTERNATIONAL CORPORATION
                          (A Development Stage Company)
                        Notes to the Financial Statements
                             March 31, 2000 and 1999


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 March 31,  2000 and 1999,  notes  payable to  related  parties
               consisted of the following:
<TABLE>
<CAPTION>
                                                                     March 31,
                                                              ---------------------
                                                                 2000      1999
                                                              ---------  ----------
<S>                                                           <C>        <C>
               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                    $  -       $   -
                                                              =========  ==========
</TABLE>
                                      F-15