U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ______________
Commission File Number 0-50218
BEKEM METALS, INC.
---------------------------------------------
(formerly EMPS Research Corporation)
(Name of Small Business Issuer in its charter)
UTAH 87-06669131
-------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
875 Donner Way, Unit 705, Salt Lake City, Utah 84108
---------------------------------------------- ----------
(Address of principal executive Offices) (Zip Code)
Issuer's telephone number: (801) 582-1881
Securities registered pursuant to section 12(b) of the Exchange Act: None
Securities registered pursuant to section 12(g) of the Exchange Act: Common,
$0.001 par value
Check whether the Issuer (1) filed all reports required to be filed by section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such report(s), and (2) has been
subject to such filing requirements for the past 90 days. (1) Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form, and no disclosure will 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-KSB or any
amendment to this Form 10-KSB. [ ]
The issuer's revenue for its most recent fiscal year was: $0.
The aggregate market value of the issuer's voting stock held as of April 11,
2005, by non-affiliates of the issuer was approximately $12,748,838, based on
the average of the bid price and the ask price for the Company's common stock on
that date, as reported on the OTCBB.
As of April 11, 2005, the issuer had 38,300,000 shares of its $0.001 par value
common stock outstanding.
Transitional Small Business Disclosure Format. Yes [ ] No [X]
Documents incorporated by reference: none
TABLE OF CONTENTS
PART I
ITEM 1. DESCRIPTION OF BUSINESS............................................ 3
ITEM 2. DESCRIPTION OF PROPERTY............................................ 11
ITEM 3. LEGAL PROCEEDINGS.................................................. 11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS.............. 11
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS........... 12
ITEM 6. PLAN OF OPERATIONS................................................. 14
ITEM 7. FINANCIAL STATEMENTS............................................... 16
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.............................. 16
ITEM 8A. CONTROLS AND PROCEDURES........................................... 17
ITEM 8B. OTHER INFORMATION................................................. 17
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT ...... 17
ITEM 10. EXECUTIVE COMPENSATION............................................ 19
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.... 20
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.................... 22
PART IV
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.................................. 22
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES............................ 23
SIGNATURES.................................................................. 24
2
In accordance with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, the Company notes that certain statements in this
report, which provide other than historical information and which are forward
looking, involve risks and uncertainties that may impact the Company's actual
results of operations. The Company faces many risks and uncertainties, many of
which are beyond its control.
Forward-looking statements, which can generally be identified by the
use of such terminology as "may," "expect," "anticipate," "estimate,"
"forecast," "believe," "think," "could," "will," "continue," "intend," "seek,"
"plan," "should," "would" and similar expressions contained in this report, are
predictions and not guarantees of future performance or events. The
forward-looking statements are based on current industry, financial and economic
information, which the Company has assessed but which by their nature are
dynamic and subject to rapid and possibly abrupt changes. The Company's actual
results could differ materially from those stated or implied by such
forward-looking statements due to risks and uncertainties associated with our
business. The forward-looking statements should be considered in the context of
the risk discussed in this Form 10-KSB. Investors and prospective investors are
cautioned not to place undue reliance on such forward-looking statements.
Management disclaims any obligation to update or revise the forward-looking
statements contained herein to reflect new information, future events or
developments.
PART I
Item 1. Description of Business
Company History
Bekem Metals, Inc., (the "Company") was incorporated as EMPS Research
Corporation under the laws of the state of Utah on January 31, 2001, for the
purpose of researching and developing commercial applications for patented
technology for a high frequency eddy current separator that may be used to
separate nonmagnetic particulate materials from other materials without
chemicals, heat or water. The patented technology was originally acquired by the
Company's former parent company, EMPS Corporation, a Nevada corporation, from
Particle Separation Technologies, L.C., a Utah limited liability company. The
Company is in the development stage.
In February, 2001, the Company acquired Patent No. 5,439,117 issued
August 8, 1995, continuation in part Patent No. 5,772,043 issued June 30, 1998
and continuation in part Patent No. 6,095,337 issued on August 1, 2000, from
EMPS Corporation. The three patents are titled "System and Method for Separating
Electronically Conductive Particles." From the time the Company acquired the
patents until the end of fiscal 2004, the Company's primary business activity
has focused on efforts to develop and test prototype equipment derived from the
patents. The Company has primarily funded its research and development
activities from a research grant awarded to the Company from the Department of
Energy's Office of Industrial Technologies 2000 Inventions and Innovation
3
program. The Company received the research grant in January of 2001 in the
amount of $199,000. As of December 31, 2004, the Company had spent approximately
$148,750 of the grant. The research grant expires on June 30, 2005.
On January 28, 2005, the Company completed the closing of a Plan and
Agreement of Reorganization (the "Agreement") with Condesa Pacific, S.A., a
British Virgin Islands company ("Condesa") and the Condesa shareholders, whereby
the Company acquired 100% of the outstanding capital stock of Condesa in
exchange for 35,000,000 common shares of the Company. As a result, the Condesa
shareholders now own approximately 91% of the outstanding common stock of the
Company. The transaction resulted in a change of control of the Company and a
change in the reporting entity to Condesa.
Bekem Metals had 3,300,000 shares of common stock outstanding prior to
the transaction that remained outstanding. For financial reporting purposes,
Condesa is considered to have been the acquirer. The acquisition was recognized
as a forward stock split of Condesa's 50,000 shares of capital stock outstanding
prior to the reorganization for 35,000,000 common shares, or a 700-for-1 stock
split. Condesa's financial statements will continue to present its assets and
liabilities at their historical cost. The assets of Bekem Metals' are considered
to have been acquired by Condesa in exchange for the assumption of Bekem Metals'
liabilities and the issuance of 3,300,000 common shares. The assets consisted of
cash of $2,841.
The primary asset of Condesa is an exploration and production
concession held by its wholly owned subsidiary Kaznickel, LLP. This exploration
and production concession, issued by the government of the Republic of
Kazakhstan grants Kaznickel the exclusive right to explore for and produce
nickel, cobalt and other minerals in a 616 hectare (1,522 acre) area known as
the Gornostayevskoye ("Gornostai") deposit. The Gornostai deposit is located in
northeastern Kazakhstan.
Condesa acquired Kaznickel, LLP effective September 22, 2004 in a
purchase business combination valued at $750,000. In that transaction, Condesa
acquired assets with a fair value of $1,441,387, assumed liabilities of
$691,387, paid $300,000 cash, and issued Condesa shares valued at $450,000. With
the Bekem acquisition of Condesa on January 28, 2005, the primary business focus
has shifted from the development of its electromagnetic particle separating
technology to the exploration and production of the Gornostai deposit.
On February 9, 2005, the Company board of directors and holders of a
majority of the Company's outstanding shares approved a change in the name of
the Company from EMPS Research Corporation to Bekem Metals, Inc., to better
reflect the new business focus of the Company. On March 16, 2005, the Company
amended its Articles of Incorporation to change the name of the Company.
Business of the Company
From inception through the end of the 2004 fiscal year, the Company's
primary business focus has been the development, marketing and licensing its
4
patented technology for use in commercially separating nonmagnetic particulate
material by building and testing a high frequency eddy-current separator
("HFECS"). With the acquisition of Condesa and its wholly owned subsidiary
Kaznickel on January 28, 2005, the primary business focus of the Company has
become the exploitation of the exploration and production contract of Kaznickel.
While the Company will continue to pursue development of its HFECS technology,
it will no longer be the principal business focus of the Company. This contract
grants Kaznickel the exclusive right to explore for and produce nickel, cobalt
and other minerals in a 616 hectare (1,522 acre) area known as the Gornostai
deposit, through February 2, 2026.
The Nickel Market
The overall market for nickel in the world is approximately $18
billion, according to USGS. Total nickel production in 2004 was approximately
1,400,000 tons. Russia is a largest supplier of nickel in the world with almost
20% market share, followed closely by Australia, Canada and Latin America.
According to Barclays Capital, demand for nickel grew 4.1% in 2004, but
could settle at around 3-4% annually through 2010. There is some debate in the
market as to whether nickel prices will continue to increase. SMR Steel & Metals
Market Research, projects that the average price per ton of nickel will be about
$13,000, down from $13,741 in 2004, as large buyers seek cheaper alternatives in
producing stainless steel. Alternatively, Goldman Sachs predicts that actual
prices may rise to as high as $14,300 per ton in the foreseeable future. Even as
large buyers seek cheaper alternatives to nickel, it is anticipate that demand
for nickel worldwide and especially in China will remain high for the next 5
years.
There are several factors that can affect the overall worldwide nickel
demand and prices in the future, which include the following:
o New processing technologies that make the developments of
low-grade lateritic nickel deposits economically feasible;
o Expansion of new nickel capacity;
o Other sources of secondary nickel and levels of
stainless-steel scrap containing nickel;
o Reduction in stainless-steel worldwide demand.
USGS data shows that there are several laterite and sulfide projects
scheduled for completion in the next several years, which could bring more
primary nickel to the market and potentially decrease the price. However, given
the growing economies and demands of China, India and other Asian countries,
coupled with anticipated reduction in production of several older nickel mines
due to depletion, the world level of supply is expected to remain more or less
stable.
According to Inco, one of the largest nickel companies in the world, in
order to meet the growing world demand for nickel there is a need for one
5
project the size of its Goro project every year. Goro Nickel Project of Inco in
New Caledonia will have the capacity of 55,000 tons of nickel once it is
operational in 2006.
Stainless-steel production, the single largest end use segment of
nickel, is expected to grow steadily in the next five years, heavily relying on
the primary nickel supply for its expansion. Of course, high nickel prices force
some steel mills to substitute chromium and manganese, in place of nickel which
makes steel cheaper but less corrosion-resistant. This lower-quality steel is
mainly used in consumer applications where it is important to have a cheap final
product, which, however, will not resist corrosion from acid or salt.
Resistance to corrosion makes nickel an essential element in alloys and
as a catalyst. This feature is required in such industries as aerospace,
electric power and petrochemical industries, as well as in gray-iron castings to
toughen the iron, promote graphitization and improve machineability. A new
application of nickel in nickel-based batteries for the electric and hybrid
electric vehicles represents another industry with high potential demand for
nickel.
History of the Gornostai deposit
In March 2004, Kaznickel acquired a concession for exploration and
development of Gornostai cobalt and nickel deposit (contract No. 1349 registered
by the Kazakh Ministry of Energy and Mineral Resources), covering 616 hectares
(1,522 acres) in eastern Kazakhstan.
The Company is at the exploration stage on the Gornostai deposit
located in Beskaragai district of East Kazakhstan region in Kazakhstan. The
deposit was discovered in 1958. Gornostai deposit is divided by Irtysh River
into left and right bank sides. From 1960 to 1968 a series of surveys and
evaluation works were performed on both bank sides to evaluate available
cobalt-nickel ore reserves. The surveys identified 21 ore bodies on the left
bank.
The deposit, however, was abandoned as reserves around Norilsk in
Russia were considered more attractive and it was already at the production
stage. In addition, a Soviet army nuclear test site (similar to Nevada) was
located nearby and therefore the whole surrounding territory, including the
deposit was considered a secret military zone. Therefore commercial development
of the deposit was discontinued.
The last nuclear testing in the area was conducted more than 15 years
ago. Recent tests show that the radiation levels in the soil, water and air are
within normal ranges.
Pursuant to the terms of the three-year work program approved by the
Geology Committee of the Republic of Kazakhstan Ministry of Energy and Mineral
Resources and as required under the Kaznickel exploration and production
contract, by January 1, 2005, Kaznickel had completed drilling core samples of
5,504 meters during the preceding nine months.
6
Characteristics of the Gornostai deposit
The Company has taken 2,000 geochemical and core samples to the
Institute of Nonferrous Metals, located in Oskemen, Kazakhstan to perform
spectrum and quantity analysis to identify the content of nickel, cobalt and
iron. The first 500 samples demonstrate nickel content of 1.1%. The Company
anticipates a final report from this Institute during April 2005. Once the
Company has the report it will present it to the Geology Committee for approval
and the Company will seek to increase its contract territory, including the
right side bank.
Upon governmental approval, we plan to continue exploratory drilling of
an additional 8,000 meters on the left bank and 22,000 meters on the right bank.
Left bank ore bodies are bedded horizontally in a zone of leached
nontronized serpentinites area weathering crust at the depth of 4.9 meters to
13.2 meters. They have tabular shape and variable thickness. The lengths of the
ore bodies are 200 meters to 4,050 meters; the width is 200 meters to 2,000
meters. Thickness varies from 0.8 meters to 15 meters. Mean ore body thickness
is 4.2 meters, with a mean stripping ratio of 1.8 cubic meters per ton.
Initial evaluation of ore and metals in 1968 showed nickel cutoff grade
of 0.7%, cobalt cutoff grade of 0.5%, average nickel ore grade of 0.9%, minimum
nickel content in a measured block of 1.0%, and minimum ore body thickness of
0.5m.
The Company intends to retain the services of an independent
engineering firm to provide a reserves estimate, feasibility study and design a
flowsheet to process our laterite ore.
Mining and processing conditions
The main host rocks of nickel and cobalt are minerals such as
nontronite, hydroxides of iron and manganese formations. The ore is loose and
found mainly along small fracture lines. Coarse ore, bigger than 10 mm,
represents approximately 11.2% of all ore found at the deposit. The loose
structure of overburden and ores allows mining the deposit without drilling and
blasting works. The rocks and ores of Gornostai are relatively unstable
requiring that the pit slope not exceed 45 degrees.
Development of left bank can be performed through a system of small
open pits, starting from northern side of the deposit. Stripping rocks from the
initial pits can be placed in external dumps. Stripping from later pits could be
placed within the workout space of previous pits. According to survey data, the
Company does not anticipate pit depths to exceed 55 meters.
In 1968 and 1999 two samples were retrieved for analyses and to test
ore processing technologies.
In 1968 four processing technologies were tested: ferronickel electric
smelting, matte electric smelting, sulfuric acid leaching and ammoniac-carbonate
leaching. The tests showed that the most practical technology for processing the
silicate-cobalt-nickel ore deposit is ferronickel electric smelting. Application
of this technology allows for 90% recovery of nickel to ferronickel and 85%
recovery of cobalt. This process also allows for a reduction of reagent
consumption of 5%, and of limestone of 10-15%. Waste slag may be used to
manufacture mineral wools as well as other construction materials.
7
In 1999 electric smelting of deposit's ore was carried out at the
steel-casting workshop of Pavlodar Tractor Plant, Pavlodar, Kazakhstan. Two
smelting trials performed in arc heating furnace DSP-6 demonstrated the
possibility of producing ferronickel which meets technical requirements
48-3-59-84. The first smelting test produced 480 kilogram of ferronickel. The
second smelting test produced 520 kilogram of ferronickel. Recovery of nickel
metal exceeded 90%. The ferronickel content of the product was 18-20%. With
technology improvement, it should be possible to produce ferronickel FN-5, FN-6,
FN-7 and FN-8.
The Company also believes the possible application of heap leaching
technology needs to be studied, as high pressure acid leaching ("HPAL") is
generally considered to be economically efficient compared to pyrometallurgical
processing, such as electric smelting.
Competition
Total nickel production worldwide was approximately 1,400,000 tons in
2004, according to USGS. Norilsk Nickel is the largest nickel producer followed
by Inco, BHP Billiton Plc, Eramet Group, Falconbridge Limited and WMC Limited.
These six companies together produce around 66% of world primary nickel
production, while more than 30 medium- to small-companies produce the remaining
34%.
Companies compete with each other generally across the globe and are
best categorized by their size, reserve base and the production method due to
different extracting technologies applied and the final product.
Until recently there were no nickel producing companies in Kazakhstan.
In February 2004, Oriel Resources, a London based company, acquired 90% of
Muzbel LLC, which holds exploration and extraction rights for Shevchenko nickel
deposit in northern Kazakhstan.
We do not anticipate direct competition from Oriel Resources as nickel
and cobalt are part of a global market and a worldwide demand, where supply is
limited and growing rates of industries which use nickel and cobalt will ensure
the constant demand for any quantity of nickel and cobalt.
Competition in this industry focuses largely on price and nickel
content whether it is sold in unwrought or chemical form. High nickel content
material is sold at higher prices and is most sought after among customers.
The Company is confident that the local proximity of its deposit to
China and other Asian countries will be a major competitive factor. The Company
has already been approached by Chinese metal companies willing to buy its ore at
this "grassroot" stage and interested in purchasing finished product once the
8
Company reaches production stage. The Company has also been approached about
jointly developing the deposit, but has not discussed this option in details as
of yet.
Foreign Operations
In recent years, the Republic of Kazakhstan has undergone substantial
political and economic change. As an emerging market, Kazakhstan does not
possess the well-developed business infrastructure that generally exists in more
mature free market economies. As a result, operations carried out in Kazakhstan
can involve significant risks that are not typically associated with developed
markets. Instability in the market reform process could subject the Company to
unpredictable changes in the basic business infrastructure in which it currently
operates. The Company therefore faces risks inherent in conducting business
internationally, such as:
o Foreign currency exchange fluctuations or imposition of
currency exchange controls;
o Legal and governmental regulatory requirements;
o Nationalization of assets;
o Import-export quotas or other trade barriers;
o Difficulties in collecting accounts receivable and longer
collection periods;
o Political and economic instability;
o Difficulties and costs of staffing and managing international
operations; and
o Language and cultural differences.
Any of these factors could materially adversely affect the Company's
operations and consequently its business, operating results and financial
condition. At this time, management is unable to estimate what, if any, changes
may occur or the resulting effect of any such changes on the Company's financial
condition or future results of operations.
The Company also faces a significant potential risk of unfavorable tax
treatment and currency law violations. Legislation and regulations regarding
taxation, foreign currency transactions and licensing of foreign currency loans
in the Republic of Kazakhstan continue to evolve as the central government
manages the transformation from a command to a market-oriented economy. The
legislation and regulations are not always clearly written and their
interpretation is subject to the opinions of local tax inspectors. Instances of
inconsistent opinions between local, regional and national tax authorities are
not unusual.
The current regime of penalties and interest related to reported and
discovered violations of Kazakhstan's laws, decrees and related regulations can
be severe. Penalties include confiscation of the amounts at issue for currency
law violations, as well as fines of generally 100% of the taxes unpaid. Interest
is assessable at rates of generally 0.3% per day. As a result, penalties and
interest can result in amounts that are multiples of any unreported taxes.
9
The Company's operations and financial condition may be adversely
affected by Kazakh political developments, including the application of existing
and future legislation and tax regulations.
Regulation of Mining Activity
The Company's mining activities will be subject to various laws and
regulations concerning exploration, allowable production, taxes, labor
standards, environmental protection, mine safety, regulations relating to
royalties, importing and exporting of minerals and other matters. In addition,
new laws or regulations governing operations and activities could have a
material adverse impact on the Company.
Environmental Regulations
Environmental legislation in all countries is evolving in a manner
which will require stricter standards and enforcement, increased fines and
penalties for non-compliance, more stringent environmental assessments of
proposed projects and a heightened degree of responsibility for companies and
their officers, directors and employees.
All phases of the Company's operations in the Republic of Kazakhstan
are subject to environmental regulations. The regulations are comprehensive and
cover water quality, discharge limits, hazardous wastes, agricultural land and
vegetation.
Employees
During the 2004 fiscal year, the Company had no full time employees.
The officers and directors work on a part time, as needed, basis with no
commitment for full time employment. With the acquisition of Condesa, the
Company now has 23 full time employees. The Company believes it has satisfactory
relations with its employees. The Company anticipates the need to hire
additional personnel as operations expand
Patents
The Company owns U.S. Patents 5,439,117, 5,772,043, and 6,095,337, each
entitled "System and Method for Separating Electrically Conductive Particles."
The patents were issued on August 8, 1995, June 30, 1998, and August 1, 2000,
respectively. All three patents expire December 21, 2013. These patents cover
the technology that allows the Company to separate nonmagnetic particles from
feed material. Prior to the acquisition of Condesa, these patents were very
important to the Company's business and added significant value because they
give it an exclusive right to the covered technology. With the shift in the
primary business focus of the Company to mineral exploration and production,
these patents are no longer significant to the success of the Company.
Research and Development
In connection with the development of its electromagnetic particle
separating technology, on or about January 16, 2001, the Company received a
10
research grant in the amount of $199,000 from the Department of Energy ("DOE"),
through its Office of Industrial Technologies 2000 Inventions and Innovation
("I&I") program for use in developing an HFECS prototype.
As of December 31, 2004, the Company had spent approximately $148,750
of the I&I grant money in research and development of the HFECS technology. The
grant expires on June 30, 2005.
Reports to Security Holders
The Company files annual and quarterly reports with the Securities and
Exchange Commission ("SEC"). The public may read and copy any materials filed by
the Company with the SEC at the SEC's Public Reference Room at 450 Fifth Street,
N.W., Washington, D.C. 20549. The public may obtain information on the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The Company
is an electronic filer and the SEC maintains an Internet site that will contain
reports and other information regarding the Company which may be viewed at
http://www.sec.gov.
Item 2. Description of Property
Property & Facilities
The Company uses one-quarter of an 800 square foot office condominium
located at 875 Donner Way, Unit 705, Salt Lake City, Utah 84108 for its
corporate offices. The Company currently pays no rent for this space pursuant to
a verbal agreement with Particle Separation Technologies, L.C. This free rent is
of nominal value. There is no lease agreement with Particle Separation
Technologies, L.C. If at any time Particle Separation Technologies, L.C.,
decides it needs or wants the space, the Company has no right to continue to
occupy the space and could be forced to move.
The Company plans to open a representative office in Almaty,
Kazakhstan. Kaznickel LLP maintains offices in Semei, Kazakhstan, the closest
city to the deposit, and a representative office in Astana, Kazakhstan.
Item 3. Legal Proceedings.
To the knowledge of management, there is no material litigation or
governmental agency proceeding pending or threatened against the Company or its
management. Further, the Company is not aware of any material pending or
threatened litigation or governmental agency proceeding to which the Company or
any of its directors, officers or affiliates are or would be a party.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the
quarter ended December 31, 2004. Subsequent to quarter end, on February 9, 2005,
the holders of approximately 82% of our outstanding common shares approved a
change in the name of the Company from EMPS Research Corporation to Bekem
11
Metals, Inc. to better reflect the new business focus of the Company on the
exploration and development of the Gornostai mineral field. The name change was
completed by amendment to the Company's Articles of Incorporation on March 16,
2005.
PART II
Item 5. Market Price of and Dividends on Registrants Common Equity and
Other Shareholder Matters.
The Company's shares are currently traded on the Over-the-Counter
Bulletin Board ("OTCBB") under the symbol BKMM. As of April 11, 2005, the
Company had approximately 134 shareholders holding 38,300,000 common shares. Of
the issued and outstanding common stock, approximately 1,266,270 are free
trading, the balance are "restricted securities" as that term is defined in Rule
144 promulgated by the Securities and Exchange Commission.
The Company's common stock began trading on the OTCBB on February 17,
2004. Prior to that time no quotation for the Company's common shares was quoted
on any exchange or quotation medium. Published bid and ask quotations from
February 17, 2004 through December 31, 2004, are included in the chart below.
These quotations represent prices between dealers and do not include retail
markup, markdown or commissions. In addition, these quotations do not represent
actual transactions.
Bid Ask
High Low High Low
---- --- ---- ---
2004
----
Feb. 17 thru Mar. 31 $1.00 $0.10 $2.00 $0.55
Apr. 1 thru June 30 2.50 1.00 5.00 2.00
July 1 thru Sep. 30 2.50 2.50 7.50 5.00
Oct. 1 thru Dec. 31 3.50 2.00 7.50 7.50
The above information was obtained from Pink Sheets LLC, 304 Hudson
Street, 2nd Floor, New York, New York 10013.
Dividends
The Company has not paid, nor declared, any dividends since its
inception and does not intend to declare any such dividends in the foreseeable
future. The Company's ability to pay dividends is subject to limitations imposed
by Utah law. Under Utah law, dividends may be paid to the extent that the
corporation's assets exceed it liabilities and it is able to pay its debts as
they become due in the usual course of business.
12
Securities Authorized for Issuance Under Equity Compensation Plans
----------------------------------------------------------------------------------------------------------------------
Plan category Number of securities Weighted-average Number of securities
to be issued upon exercise price of remaining available for future
exercise of outstanding issuance under equity
outstanding options, options, warrants compensation plans
warrants and rights and rights (excluding securities reflected
in columns (a))
(a) (b) (c)
----------------------------------------------------------------------------------------------------------------------
Equity compensation 2,000,000 $0.10 3,000,000
plans approved by
security holders
----------------------------------------------------------------------------------------------------------------------
Equity compensation
plans not approved by -0- -0- -0-
security holders
----------------------------------------------------------------------------------------------------------------------
Total 2,000,000 $0.10 3,000,000
----------------------------------------------------------------------------------------------------------------------
On February 16, 2004, the Company granted options to two parties to
purchase 1,000,000 shares each for technology and asset acquisition and business
development services. The options may not be exercised until such time as the
Company has acquired assets with a fair value of at least $2,000,000, as
determined by the board of directors. The exercise price of the options is
$0.10. The options expire on February 16, 2009. The Company granted the option
holders a registration right in connection with the exercise of the options
and/or the resale of the underlying common shares. The options were granted
without registration under the Securities Act of 1933 in reliance on an
exemption from registration pursuant to Section 4(2) of the Act.
Recent Sales of Unregistered Securities
The Company sold no unregistered securities during the quarter ended
December 31, 2004.
Subsequent to year end, on January 28, 2005, the Company completed the
closing of a Plan and Agreement of Reorganization with Condesa Pacific, S.A. and
the seven shareholders of Condesa Pacific. In connection with the Agreement, the
seven Condesa Pacific shareholders were issued 35,000,000 restricted common
shares, on a pro rata basis, in exchange for all of the issued and outstanding
common shares of Condesa Pacific. The shares were issued without registration
under the Securities Act of 1933 in reliance on an exemption from registration
pursuant to Section 4(2) of the Act. No general solicitation or general
advertising was made in connection with the issuance of the shares.
13
Transfer Agent
The Company's transfer agent and registrar is Interwest Transfer
Company, Inc., 1981 East 4800 South, Suite 100, Salt Lake City, Utah 84117,
Telephone (801) 272-9294.
Item 6. Plan of Operations
For a complete understanding, this Plan of Operations should be read in
conjunction with the Financial Statements and Notes to the Financial Statements
contained in this Form 10-KSB.
During 2004, the Company generated no revenue from operations. The
Company does not anticipate generating revenue until it begins production,
which, if necessary funding can be obtained, is estimated to occur in 2007.
Moreover, in reaching the production stage, the Company anticipates incurring
millions of dollars in costs. Because the Company is not currently engaged in
revenue generating activities, the Company will be completely dependent on
investment funds to support its operations until such time as production
generates sufficient revenues to cover operating expenses. The Company does not
expect to begin production until some time in 2007, and does not anticipate
generating sufficient revenue to cover operating expenses until 2007. There is
no assurance that the Company can obtain funding on favorable terms, or at all.
These factors raise substantial doubt about the Company's ability to continue as
a going concern.
The Company has developed a plan of operations that should allow it to
begin production in 2007, assuming adequate funding can be obtained. To fund
operations during 2005, the Company estimates it will need approximately
$10,000,000. The Company plans to seek this funding through private equity
investments. If the Company is successful in raising $10,000,000 it intends to
allocate the funds as follows.
Operations
Drilling
The Company has allocated approximately $2,800,000 to drilling and
exploration. This includes drilling of approximately 5,000 meters of the left
bank side of the Gornostai deposit and 14,000 meters of the ride bank side.
Estimated drilling costs include both direct and indirect drilling costs, which
include costs related to drilling such as geologist fees, site supervisors,
geological data processors, core sample takers, topographers, site procurement
specialists, etc.
Core Analysis
The Company anticipates spending approximately $170,000 for core
analysis during the next twelve months.
14
Transportation costs
Total transportation costs related to operations for the next twelve
months are estimated at $82,000. This includes cost of vehicle leases, drivers,
fuel, and repair and maintenance costs for all vehicles used for site
operations.
Design and Engineering
Over the next twelve months the Company plans to spend approximately
$2,500,000 for pre-feasibility and feasibility studies and to develop and
pilot-test a flowsheet and develop a plant design for ore processing. We will
also perform an independent reserves estimate and valuation.
Independent Reserve Estimate
The Company has allocated $500,000 to hire an independent mining
consulting firm to provide it with a reserve estimate for the Gornostai deposit.
Feasibility Study
The Company anticipates spending approximately $500,000 for the
preparation of pre-feasibility and feasibility studies. This is a minimum amount
based on market rates in the Commonwealth of Independent States of the former
Soviet Union. However, the price may increase if the Company retains an
independent western consulting firm.
Detailed Design
Detailed design cost of $1,500,000 represent prospective cost of
detailed engineering and design contract for construction of producing plant on
the territory of Gornostai deposit. This includes flowsheet design and its pilot
testing. This is a rough estimate, which will be subject to future revision
following completion of feasibility studies.
Professional Fees
The Company anticipates incurring approximately $300,000 in expenses to
its financial auditors and securities attorneys during the next twelve months.
Concession Expenses
Under the terms of the exploration and production contract, if the
Company discovers commercially feasible mineral deposits, it will be required to
pay licensing and other fees and government related costs. The Company has
allocated $450,000 for this purpose over the next year.
15
Administrative Expenses
The Company will allocate approximately $820,000 for administrative
expenses during the next twelve months, which includes expenses of maintaining
offices in the United States and Kazakhstan, salaries and taxes.
Office Equipment
The Company also anticipates spending approximately $100,000 for office
equipment during the next twelve months.
In the event the Company is unable to raise $10,000,000, priority will
be given to drilling and design and engineering expenses, with funds being
allocated as management determines in its business judgment to be in the best
interest of the Company.
Item 7. Financial Statements
See Consolidated Financial Statements listed in the accompanying index
to the Consolidated Financial Statements on Page F-1 herein.
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
The Company made on changes in and had no disagreements with its
accountants on accounting and financial disclosure during the 2004 fiscal year.
Item 8A. Controls and Procedures
The Company's principal executive officers and our principal financial
officer (the "Certifying Officers") are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e). Such officers have concluded (based upon their
evaluations of these controls and procedures as of the end of the period covered
by this report) that the Company's disclosure controls and procedures are
effective to ensure that information required to be disclosed by it in this
report is accumulated and communicated to management, including the Certifying
Officers as appropriate, to allow timely decisions regarding required
disclosure.
The Certifying Officers have also indicated that there were no
significant changes in the Company's internal controls over financial reporting
or other factors that could significantly affect such controls subsequent to the
date of their evaluation, and there were no significant deficiencies and
material weaknesses.
Management, including the Certifying Officers, does not expect that the
Company's disclosure controls or its internal controls will prevent all error
and all fraud. A control system, no matter how well conceived and operated, can
16
provide only reasonable, not absolute, assurance that the objectives of the
control system are met. In addition, the design of a control system must reflect
the fact that there are resource constraints, and the benefits of controls must
be considered relative to their costs. Because of the inherent limitations in
all control systems, no evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, within a company have
been detected. These inherent limitations include the realities that judgments
in decision-making can be faulty, and that breakdowns can occur because of
simple error or mistake. Additionally, controls can be circumvented by the
individual acts of some persons, by collusion of two or more people or by
management override of the control. The design of any systems of controls is
also based in part upon certain assumptions about the likelihood of future
events, and there can be no assurance that any design will succeed in achieving
its stated goals under all potential future conditions. Because of these
inherent limitations in a cost-effective control system, misstatements due to
error or fraud may occur and may not be detected.
Item 8B. Other Information.
None.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons.
The following table sets forth the Company's directors, executive
officers, promoters and control persons, their ages, and all offices and
positions held within the Company. Directors are elected for a period of one
year and thereafter serve until their successor is duly elected by the
stockholders and qualified. Officers and other employees serve at the will of
the Board of Directors.
Name of Director Age Term Served as Director Positions with EMPS Research
---------------- --- ----------------------- ----------------------------
Terrence D. Chatwin 63 Since June 2004 President, CEO and Director
Marat Cherdabayev 30 Since November 2004 Chairman of the Board of Directors
James Gunnell 50 Since June 2004 Chief Financial Officer, Secretary,
Treasurer and Director
The above individuals will serve as the Company's officers and/or
directors. A brief description of their positions, proposed duties and their
background and business experience follows:
Terrence D. Chatwin. Dr. Chatwin earned a Ph.D.,in Metallurgy from the
University of Utah in 1967. He earned a Bachelors of Science degree in
Mechanical Engineering from the Massachusetts Institute of Technology in1963.
17
Dr. Chatwin has been an Adjunct Associate Professor, University of Utah in Salt
Lake City, Utah, since 1993. He also currently serves as the Director of the
Utah Engineering Experiment Station. Dr. Chatwin has over 20 years engineering
and management experience in a number of different disciplines. Dr. Chatwin is
not currently serving as a director of any other reporting company.
Marat Cherdabayev. Since July 2002, Mr. Cherdabayev has served as a
director of EMPS Corporation, a U.S. reporting issuer, and former parent company
of EMPS Research Corporation. Prior to joining EMPS Corporation, Mr. Cherdabayev
worked for Caspian Services Group Limited ("CSGL") in Almaty, Kazakhstan. CSGL
is a wholly-owned subsidiary of EMPS Corporation. Mr. Cherdabayev was a Business
Development Manager for CSGL, and was responsible for developing a marketing
plan for CSGL's services. Prior to his employment with CSGL, Mr. Cherdabayev
worked for the Department of Project Finance at OJSC Kazakhtelecom in Almaty,
Kazakhstan. Mr. Cherdabayev served as the Head of Project Planning and
Monitoring, with responsibility for analyzing the financial feasibility of
investment projects. He began working for OJSC Kazakhtelecom in January 2001.
From October 2000 to January 2001, Mr. Cherdabayev served as the Advisor to the
President of TNS Plus, a private telecommunications company in Almaty,
Kazakhstan. In that capacity, he developed and advised the president on
marketing strategies, marketing analysis and optimization issues. From January
1999 to June 1999, Mr. Cherdabayev was a Mutual Fund Accountant for State Street
Corporation, in Boston, Massachusetts. His primary duties included producing and
verifying daily financial statements, monitoring general ledger activity and
pricing and reconciling five mutual funds on a daily basis. From January 1998 to
June 1998, Mr. Cherdabayev was a Financial Reporting Assistant at Boston Edison
in Boston Massachusetts. Mr. Cherdabayev graduated with a Bachelor of Science in
Business Administration from Northeastern University in June 2000. Mr.
Cherdabayev is also a director in EMPS Corporation, a reporting company.
James F. Gunnell. Mr. Gunnell graduated from Brigham Young University
in 1976 with a Bachelors of Science degree in Zoology. Mr. Gunnell brings over18
years of sales and management experience to the Company. Since 1991, Mr. Gunnell
has been employed as a Sales Manager with National Electrical Carbon
Corporation, a manufacturer of specialty graphite materials. Mr. Gunnell has
been responsible for growing and managing an independent distributor network,
for developing several new product markets and has significant increased product
sales in the areas he has managed. Mr. Gunnell is not currently serving as a
director of any other reporting company.
There are no family relationships among the board of directors.
Compliance with Section 16(a) of the Exchange Act
Directors and executive officers are required to comply with Section
16(a) of the Securities Exchange Act of 1934, which requires generally that such
persons file reports regarding ownership of and transactions in securities of
the Company on Forms 3, 4, and 5. A Form 3 is an initial statement of ownership
of securities. Form 4 is to report changes in beneficial ownership. Form 5
covers annual statements of change in beneficial ownership.
18
Based solely on a review of Forms 3, 4 and 5 and amendments thereto
furnished to the Company during its most recent fiscal year, it appears that Mr.
Chatwin, Mr. Cherdabayev and Mr. Gunnell failed to timely file Form 3s at the
time they became directors of the Company.
Code of Ethics
The Company's Board of Directors has adopted a code of ethics that
applies to all of the Company's officers and employees, including our principal
executive officer, principal financial officer, principal accounting officer and
controller. The Company's website, which can be found at www.bekemmetals.com, is
currently under construction. The code of ethics will be posted on the Company's
website.
Item 10. Executive Compensation.
The following chart sets forth the compensation paid by the Company to
each of its Executive Officers and Directors during the last three fiscal years:
SUMMARY COMPENSATION TABLE
Long Term Compensation
----------------------------- ----------------------------------
Annual Compensation Awards Payouts
----------------------------- ------------------------- --------
Other
Annual Restricted Securities All Other
Compen- Stock Underlying LTIP Compen-
Name and Year Salary sation Awards Options/ Payouts sation
Principal Position Ended ($) Bonus($) ($) ($) SARs (#) ($) ($)
------------------------- -------- -------- ---------- --------- ------------- ----------- -------- ------------
Terrence Chatwin (1) 12/31/04 -0- -0- -0- -0- -0- -0- -0-
President, CEO,
Director
------------------------- -------- -------- ---------- --------- ------------- ----------- -------- ------------
Timur Kunayev(2) 12/31/04 -0- -0- -0- -0- -0- -0- -0-
Former CEO
------------------------- -------- -------- ---------- --------- ------------- ----------- -------- ------------
Louis Naegle(3) 12/31/04 -0- -0- -0- -0- -0- -0- -0-
Former CEO 12/31/03 -0- -0- -0- -0- -0- -0- -0-
CEO and Director 12/31/02 -0- -0- -0- -0- -0- -0- -0-
------------------------- -------- -------- ---------- --------- ------------- ----------- -------- ------------
(1) Dr. Chatwin has served as president and chief executive officer of the
Company since November 29, 2004.
(2) Mr. Kunayev served as the chief executive officer the Company from April 14,
2004 to November 29, 2004.
(3) Mr. Naegle served as the chief executive officer of the Company from
inception to April 14, 2004.
No other compensation has been paid directly or accrued to any other
officer or director of the Company to date. The Company has no policy for
compensating its directors for attendance at Board of Directors meetings or for
other services as directors.
Compensation of officers and directors is determined by the Company's
Board of Directors and is not subject to shareholder approval. None of the
19
officers and directors of the Company have employment agreements with the
Company.
In the past three years no executive officer has received any amounts
in connection with his resignation, retirement, or other termination. No
executive officer received any amounts in the last three years in connection
with a change in control of the Company of a change in the executive officer's
responsibilities after a change in control.
The Company has no retirement, pension, or benefit plan at the present
time, however, the Board of Directors may adopt plans as it deems to be
reasonable under the circumstances.
Item 11. Security Ownership of Certain Beneficial Owners and Management
The term "beneficial owner" refers to both the power of investment and
the right to buy and sell shares of the Company. It also refers to rights of
ownership or the right to receive distributions from the Company and proceeds
from the sale of Company shares. Since these rights may be held or shared by
more than one person, each person who has a beneficial ownership interest in
shares is deemed to be the beneficial owners of the same shares because there is
shared power of investment or shared rights of ownership.
The following table sets forth as of April 11, 2005, the name and the
number of shares of the Registrant's Common Stock, par value of $0.001 per
share, held of record or beneficially by each person who held of record, or was
known by the Registrant to own beneficially, more than 5% of the 38,300,000
issued and outstanding shares of the Company's Common Stock, and the name and
shareholdings of each director and of all officers and directors as group.
Type of Amount & Nature of % of
Security Name and Address Beneficial Ownership Class
-------- ---------------- -------------------- -----
Common Brisa Equities Corporation(2) 21,000,000 54.8%
1020 East 900 South
Bountiful, Utah 84010
Common Canby Trading Services(3) 2,450,000 6.4%
4254 Wolfe Circle
Park City, Utah 84098
Common Terrence Chatwin(1)(4) 60 *
875 Donner Way, Unit 705
Salt Lake City, Utah 84108
20
Common Marat Cherdabayev(1) -0- *
875 Donner Way, Unit 705
Salt Lake City, Utah 84108
Common James Gunnell(1) 250 *
875 Donner Way, Unit 705
Salt Lake City, Utah 84108
Common Hertel Group, S.A.(5) 3,150,000 8.2%
1786 North 1950 West
Provo, Utah 84604
Common Lambfield International Limited(6) 2,450,000 6.4%
1130 Hill Top Circle
Bountiful, Utah 84010
Common Neymar Finance Limited(7) 2,450,000 6.4%
2381 East Sheridan Road
Salt Lake City, Utah 84108
--------------------------------------------------------------------------------------------------
Officers, Directors and Nominees 310 *
as a Group: (3 persons)
--------------------------------------------------------------------------------------------------
* Less than 1%.
(1) Dr. Chatwin and Mr. Gunnell are the executive officers of the Company. Mr.
Cherdabayev, Mr. Chatwin and Mr. Gunnell are directors of the Company.
(2) Mr. Louis Naegle is the sole director of Brisa Equities and may, therefore,
be deemed to have voting and investment power with respect to all shares of
record held by Brisa.
(3) Ms. Allison Kilbourn is the sole director of Canby Trading and may,
therefore, be deemed to have voting and investment power with respect to all
shares of record held by Canby.
(4) Dr. Chatwin holds 30 shares of record in his own name, the other 30 shares
are held of record by his spouse.
(5) Mr. Richard Holzapfel is the sole director of Hertel Group, and may,
therefore, be deemed to have voting and investment power with respect to all
shares of record held by Hertel.
(6) Mr. Thomas Jensen is the sole director of Lambfield International, and may,
therefore, be deemed to have voting and investment control with respect to all
shares of record held by Lambfield.
21
(7) Mr. Timur Kunayev is the sole director of Neymar Finance Limited and may,
therefore, be deemed to have voting and investment control with respect to all
shares of record held by Neymar.
Change in Control
To the knowledge of the management, there are no present arrangements
or pledges of the Company's securities that may result in a change in control of
the Company.
Item 12. Certain Relationships and Related Transactions.
On February 16, 2004, the board of directors of the Company approved
the grant of an option to acquire 1,000,000 shares common stock of the Company
to a shareholder of the Company for technology and asset acquisition and
business development services. The option carries an exercise price of $0.10 per
share. The option may not be exercised until such time as the Company has
acquired, through purchase or otherwise, assets with a fair market value of at
least $2,000,000, as determined by the board of directors. The option expires on
February 16, 2009. The Company granted the shareholder a registration right in
connection with the exercise of the options and/or the resale of the underlying
common shares.
PART IV
Item 13. Exhibits and Reports on Form 8-K.
(a) Reports on Form 8-K.
On November 30, 2004, the Company a Current Report on Form 8-K to
report that Timur Kunayev had resigned from his positions as Company President
and director. To fill the vacancies created by these resignations, Marat
Cherdabayev was appointed to the board of directors as Chairman of the board and
Terrence Chatwin was appointed by the board as the new president of the Company.
On December 9, 2004, the Company filed a Current Report on Form 8-K to
report that it had agreed to acquire 100% of the outstanding capital stock of
Condesa Pacific, S.A., in exchange for 35,000,000 common shares of the Company.
(b) Exhibits. The following exhibits are included as part of this
report:
Exhibit 14.1 Code of Ethics
Exhibit 21.1 List of Subsidiaries
Exhibit 31.1 Certification of Principal Executive Officer
Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
22
Exhibit 31.2 Certification of Principal Financial Officer
Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
Exhibit 32.1 Certification of Principal Executive Officer
Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
Exhibit 32.2 Certification of Principal Financial Officer
Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
Item 14. Principal Accountant Fees and Services
Hansen, Barnett and Maxwell served as the Company's independent
accountants for the year ended December 31, 2004 and for the last quarter of
2003, and is expected to serve in that capacity for the current year. David T.
Thomson, P.C., served as the Company independent accountants during the first
three quarters of 2003. Principal accounting fees for professional services
rendered for us by Hansen, Barnett & Maxwell and David T. Thomson P.C. for the
years ended December 21, 2003 and 2002, are summarized as follows:
2004 2003
--------------------------------------------------------------------------------
Audit $5,683 $1,845
Audit related - -
Tax 320 195
All other - 175
--------------------------------------------------------------------------------
Total $6,003 $2,215
================================================================================
Audit Fees. Audit fees were for professional services rendered in
connection with the Company's annual financial statement audits and quarterly
reviews of financial statements for filing with the Securities and Exchange
Commission.
Tax Fees. Tax fees related to services for tax compliance and
consulting.
All Other Fees. During the fiscal year ended December 31, 2003, our
independent auditors accountant billed us $175 for review, consultation and
response to comments issued by the Securities and Exchange Commission in
connection with the Company Form 10-SB.
Board of Directors Pre-Approval Policies and Procedures. At its
regularly scheduled and special meetings, the Board of Directors, in lieu of an
established audit committee, considers and pre-approves any audit and non-audit
services to be performed by the Company's independent accountants. The Board of
Directors has the authority to grant pre-approvals of non-audit services.
23
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this registration statement to be signed on its behalf,
thereunto duly authorized.
BEKEM METALS, INC.
Date: April 15, 2005 /s/ Terrence Chatwin
---------------------------
Terrence Chatwin,
Chief Executive Officer
Date: April 15, 2005 /s/ James Gunnell
---------------------------
James Gunnell,
Chief Financial Officer
24
HANSEN, BARNETT & MAXWELL Registered with the Public Company
A Professional Corporation Accounting Oversight Board
CERTIFIED PUBLIC ACCOUNTANTS
5 Triad Center, Suite 750 an independant member of
Salt Lake City, UT 84180-1128 BAKER TILLY
Phone: (801) 532-2200 INTERNATIONAL
Fax: (801) 532-7944
www.hbmcpas.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and the Shareholders
Bekem Metals, Inc.
We have audited the balance sheets of Bekem Metals, Inc. as of December 31, 2004
and 2003 and the related statements of operations, shareholders' equity
(deficiency) and cash flows for the years then ended and for the cumulative
period from January 31, 2001 (date of inception) through December 31, 2004.
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 the auditing standards of the Public
Company Accounting Oversight Board (United States). 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 Bekem Metals, Inc. as of December
31, 2004 and 2003, and the results of its operations and cash flows for the
years then ended, and for the cumulative period from January 31, 2001 (Date of
Inception) through December 31, 2004 in conformity with U.S. generally accepted
accounting principles.
HANSEN, BARNETT & MAXWELL
Salt Lake City, Utah
March 31, 2005
F-1
BEKEM METALS, INC.
(formerly EMPS Research Corporation)
(A Development Stage Company)
BALANCE SHEETS
December 31, 2004 2003
-----------------------------------------------------------------------------------------------------------------
ASSETS
Current Assets
Cash $ 2,841 $ 22,531
-----------------------------------------------------------------------------------------------------------------
Total Current Assets 2,841 22,531
-----------------------------------------------------------------------------------------------------------------
Patents and deferred patent costs, net of amortization
of $796 and $590 1,840 2,046
-----------------------------------------------------------------------------------------------------------------
Total Assets $ 4,681 $ 24,577
=================================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)
Current Liabilities
Accounts payable $ 12,992 $ 2,413
Franchise tax payable 100 100
Deferred revenue 2,568 9,190
-----------------------------------------------------------------------------------------------------------------
Total Current Liabilities 15,660 11,703
-----------------------------------------------------------------------------------------------------------------
Shareholders' Equity (Deficiency)
Common stock; $0.001 par value, 50,000,000
shares authorized, 3,300,000 and 3,300,000 shares
issued and outstanding, respectively 3,300 3,300
Additional paid-in capital 224,503 33,845
Deficit accumulated during the development stage (238,782) (24,271)
-----------------------------------------------------------------------------------------------------------------
Total Shareholders' Equity (Deficiency) (10,979) 12,874
-----------------------------------------------------------------------------------------------------------------
Total Liabilities and Shareholders' Equity (Deficiency) $ 4,681 $ 24,577
=================================================================================================================
The accompanying notes are an integral part of these financial statements.
F-2
BEKEM METALS, INC.
(formerly EMPS Research Corporation)
(A Development Stage Company)
STATEMENTS OF OPERATIONS
For the
Cumulative
Period From
January 31, 2001
(Date of
Inception)
through
December 31,
For the years ended December 31, 2004 2003 2004
--------------------------------------------------------------------------------------------------------------------------------
Revenue $ - $ - $ -
--------------------------------------------------------------------------------------------------------------------------------
Expenses
General and administrative 214,305 14,999 237,945
Amortization expense 206 205 795
--------------------------------------------------------------------------------------------------------------------------------
Total Expenses 214,511 15,204 238,740
--------------------------------------------------------------------------------------------------------------------------------
Net Loss From Operations (214,511) (15,204) (238,740)
Other Income (Expense)
Grant revenue 6,622 2,042 148,744
Grant expense (6,622) (2,042) (148,774)
Interest expense - - (42)
--------------------------------------------------------------------------------------------------------------------------------
Net Other Income (Expense) - - (42)
--------------------------------------------------------------------------------------------------------------------------------
Net Loss $ (214,511) $ (15,204) $ (238,782)
================================================================================================================================
Basic and Diluted Loss Per Share $ (0.07) $ (0.00)
==============================================================================================================
Weighted Average Common
Shares Outstanding 3,300,000 3,300,000
==============================================================================================================
The accompanying notes are an integral part of these financial statements.
F-3
BEKEM METALS, INC.
(formerly EMPS Research Corporation)
(A Development Stage Company)
STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIENCY)
FROM INCEPTION (JANUARY 31, 2001) TO DECEMBER 31, 2OO4
Deficit
Accumulated Total
Common Stock Additional During the Shareholders'
------------------------- Paid-in Development Equity
Shares Amount Capital Stage (Deficiency)
----------------------------------------------------------------------------------------------------------------------
Balance, January 31, 2001 (date of inception) - $ - $ - $ - $ -
Shares issued to EMPS Corp. in
exchange for patents and other
consideration, February 14, 2001 3,000,000 1,000 4,000 - 5,000
Capital contributed by former parent
company upon forgiveness of debt,
September 30, 2002 - - 2,145 - 2,145
Shares issued for cash consideration
at $0.10 per share, December 31, 2002 300,000 300 29,700 - 30,000
Net loss for the year ended
December 31, 2002 - - - (9,067) (9,067)
----------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2002 3,300,000 3,300 33,845 (9,067) 28,078
======================================================================================================================
Net loss for the year ended
December 31, 2003 - - - (15,204) (15,204)
----------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2003 3,300,000 3,300 33,845 (24,271) 12,874
======================================================================================================================
Options granted to non-employees for
services valued at $0.10 per share,
February 16, 2004 - - 190,658 - 190,658
Net loss for the year ended
December 31, 2004 - - - (214,511) (214,511)
----------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2004 3,300,000 $ 3,300 $ 224,503 $ (238,782) $ (10,979)
======================================================================================================================
The accompanying notes are an integral part of these financial statements.
F-4
BEKEM METALS, INC.
(formerly EMPS Research Corporation)
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the
Cumulative
Period From
January 31,
2001 (Date of
Inception)
through
December 31,
For the years ended December 31, 2004 2003 2004
---------------------------------------------------------------------------------------------------------------------
Cash Flows from Operating Activities
Cash from grant $ - $ - $ 151,312
Cash paid for grant expenses (5,122) (2,042) (147,244)
Cash paid for interest - - (42)
Cash paid for non grant expense (14,568) (9,864) (33,285)
=====================================================================================================================
Cash Used in Operating Activities (19,690) (11,906) (29,259)
---------------------------------------------------------------------------------------------------------------------
Cash Flows from Financing Activities
Proceeds from sale of common stock - - 32,100
---------------------------------------------------------------------------------------------------------------------
Cash Provided by Financing Activities - - 32,100
---------------------------------------------------------------------------------------------------------------------
Net Change in Cash (19,690) (11,906) 2,841
Cash at the Beginning of the Period 22,531 34,437 -
---------------------------------------------------------------------------------------------------------------------
Cash at the End of the Period $ 2,841 $ 22,531 $ 2,841
=====================================================================================================================
Reconciliation of Net Loss to Cash
Used in Operating Activities
Net Loss $ (214,511) $ (15,204) $ (238,782)
Adjustments to reconcile net loss to
cash used in operating activities
Options granted for services 190,658 - 190,658
Amortization of patent costs 206 205 796
Organization costs paid by issuance of common stock - - 264
Impairment of patent - - 2,145
Change in assets and liabilities:
Prepaid assets - 3,441 -
Accounts payable 10,579 1,694 12,992
Franchise tax payable - - 100
Deferred revenue (6,622) (2,042) 2,568
---------------------------------------------------------------------------------------------------------------------
Net Cash Used In Operating Activities $ (19,690) $ (11,906) $ (29,259)
=====================================================================================================================
Supplemental disclosure of noncash investing and financing activities
Common stock issued for assignment of patents from former Parent $ - $ - $ 2,636
=====================================================================================================================
The accompanying notes are an integral part of these financial statements.
F-5
BEKEM METALS, INC.
(formerly EMPS Research Corporation)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Bekem Metals, Inc. (The Company) was organized as EMPS Research
Corporation under the laws of the State of Utah on January 31, 2001 and elected
a fiscal year end of December 31st. EMPS Corporation, the Company's former
parent, formed the Company by contributing cash and patented technology in
exchange for all of the issued and outstanding shares of EMPS Research
Corporation. The Company was formed to further develop and market patented
technology for commercially separating nonmagnetic particulate material from
other materials without heat or water. The Company has three patents having to
do with its business purpose but has not commenced planned principal operations
and is considered a development stage company. On January 28, 2005 the Company
acquired Condessa Pacific S.A. by issuing stock in a reverse merger transaction
resulting in a change of control and a change in the reporting entity, as more
fully described in Note 9 - Subsequent Events. On February 9, 2005 the Company
changed its name to Bekem Metals, Inc.
Basis of Presentation - The accompanying financial statements include the
accounts of EMPS Research Corporation since its inception and are not presented
on a consolidated basis with its former Parent, EMPS Corporation. EMPS Research
Corporation was spun-off from EMPS Corporation effective May 23, 2003. The
3,000,000 shares of the Company owned by EMPS Corporation were distributed to
shareholders of EMPS Corporation and from that date the Company was no longer a
subsidiary of EMPS Corporation.
Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles accepted in the United States of
America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could
differ from those estimates.
Amortization of Patent Rights - The Company is amortizing its cost associated
with the acquisition of its patents over a period of 12.8 years, the legally
remaining protected lives of the patents, using the straight-line method. The
patents are reviewed for impairment annually. Impairment would be recognized if
the carrying amount is not recoverable and the carrying amount exceeds the fair
value of the intangible asset. At December 31, 2004 and 2003, the Company
patents have a carrying value of $1,840, and $2,046 respectively.
Grant revenue recognition - The Company's Department of Energy (DOE) grant is
funded on a cost reimbursement basis and payments received from the grant are
treated as earned and recognized as revenue at the time expenditures
reimbursable under the grant are incurred. The grant has provisions for advance
payments. Grant receivables represent the amount by which expenditures exceed
amounts received from the DOE under the grant; deferred revenues represent
payments received from the DOE which exceed costs expended under the grant.
Income Taxes - Due to losses at December 31, 2004 and 2003 and since inception,
the Company has no provisions for income taxes. Deferred income tax results from
timing differences in recognition of income and expense for financial accounting
and tax reporting purposes. Timing differences arise from organization costs
recognized currently for financial statement purposes as compared to
amortization over 60 months for tax purposes and operating loss carry forwards.
F-6
BEKEM METALS, INC.
(formerly EMPS Research Corporation)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003
Share-Based Compensation - The Company adopted a share-based compensation plan
on March 12, 2003. The Company accounts for employee options using the intrinsic
value method in accordance with APB Opinion No. 25, Accounting for Stock Issued
to Employees, and related interpretations. The Company accounts for options
granted to non-employees at their fair value in accordance with FAS 123,
Accounting for Stock-Based Compensation. Under FAS No. 123, stock-based
compensation is determined as the fair value of the equity instruments issued.
The measurement date for these issuances is the earlier of the date at which a
commitment for performance by the recipient to earn the equity instruments is
reached or the date at which the recipient's performance is complete.
Share-based compensation to non-employees totaled $190,658 for the year ended
December 31, 2004, and $-0- for 2003.
Net Loss Per Share - The computation of net loss per common share is based on
the weighted-average number of shares outstanding during the periods presented.
As of December 31, 2004 there were outstanding stock equivalents to purchase
2,000,000 shares of common stock that were not included in the computation of
diluted loss per share as their effect would have been anti-dilutive, thereby
decreasing the net loss per common share.
Recent Accounting Pronouncements - In December 2004, the FASB issued Statement
No. 123 (Revised 2004), Share-Based Payment ("Statement 123(R)"). Statement
123(R) revises Statement No. 123, Accounting for Stock-Based Compensation, and
supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees.
Statement 123(R) requires the recognition of the cost of employee services
received in exchange for stock options and awards of equity instruments based on
the grant-date fair value of such options and awards, over the period they vest.
Under the modified-prospective basis alternative, which has been selected by the
Company to adopt Statement 123(R), the Company is required to adopt Statement
123(R) on January 1, 2006 and the Company will the recognize employee
compensation from stock options and awards equal to their unamortized grant-date
fair value over their remaining vesting period. As of December 31, 2004, no
employee options have been granted under the Company's Plan. Accordingly, the
effect of adopting Statement 123(R) on options outstanding at December 31, 2004
will not result in the recognition of additional after-tax compensation during
the year ending December 31, 2006.
NOTE 2 - COMMON SHARES
EMPS Corporation formed the Company as a wholly owned Subsidiary by contributing
$2,100 cash, paying $264 in expenses on behalf of the Company, and by assigning
three patents it owned to the Company. As consideration, the Company issued
3,000,000 shares of its common stock to EMPS Corporation, representing all of
the issued and outstanding common shares of the Company at the formation date.
The patents assigned to the Company were valued at their historical cost to EMPS
Corporation of $2,636.
On December 31, 2002, the Company issued 300,000 common shares for $30,000. or
$0.10 per share to Techgrand Company Ltd., a Hong Kong limited company, which
also owns shares of the common stock of the Company's former Parent.
NOTE 3 - RELATED PARTY TRANSACTIONS
The Company has no employees. Officers and directors have provided a small
amount of services since inception; however no compensation has been paid or
accrued due to the nominal value of such services. During the first six months
of 2001, compensation of $20,000 was paid to the Company's DOE grant project
manager, related by virtue of his ability to enter into business transactions
with the Company not at arms length.
The Company is receiving free office space through a related party. The value of
the free rent to date has been of nominal value.
F-7
BEKEM METALS, INC.
(formerly EMPS Research Corporation)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003
On February 16, 2004 the Company issued options for one million common shares to
current shareholders for services provided to the Company more fully described
in Note 7.
The Company decided to abandon its continuation-in-part (CIP) patent application
during the quarter ended September 30, 2002. At December 31, 2001, the costs
associated with this application were recorded as deferred patent costs. At the
time of the abandonment, the costs for the CIP patent application had no future
value and the $2,145 carrying amount of the deferred patent costs were charged
to operations. The deferred patent costs had been paid on behalf of the Company
by its Parent. At the time of abandonment, the Parent forgave the debt advanced
and the Company recorded a $2,145 capital contribution.
NOTE 4 - INCOME TAXES
The Company has paid no federal or state income taxes since its incorporation.
As of December 31, 2004, the Company had net operating loss carry forwards for
federal income tax reporting purposes of $86,311 which, if unused, will expire
between 2022 and 2023. The tax effect of the operating loss carry forwards at
December 31, 2004 and 2003 is as follows:
December 31, 2004 2003
---------------------------------------------------------------------
Operating loss carry forward $ 89,053 $ 9,040
Valuation allowance (89,053) (9,040)
---------------------------------------------------------------------
Total Deferred Tax Asset $ - $ -
=====================================================================
The following is a reconciliation of the income taxes computed using the federal
statutory rate to the provision for income taxes:
For the years ended December 31, 2004 2003
---------------------------------------------------------------------
Tax at federal statutory rate (34%) $ (72,934) $ (5,169)
State tax benefit (7,079) (502)
Change in valuation allowance 80,013 5,671
---------------------------------------------------------------------
Provision for Income Taxes $ - $ -
=====================================================================
NOTE 5 - DEPARTMENT OF ENERGY AWARD
The Department of Energy (DOE), through its Office of Industrial Technologies
(OIT) 2000 Inventions and Innovation (I&I) Program, awarded a $199,000 grant to
the Company during 2001 for the Company's project entitled "Development of a
High-Frequency Eddy-Current Separator".
The grant is a DOE small business grant and thus the Company has no financial
obligation to DOE under the award. The Company is not required to compensate DOE
upon successful (or unsuccessful) commercialization of a prototype (such as for
royalties or commissions). Prior to entering into the award the Company had the
option to identify technical data that was proprietary and to elect to retain
title to this proprietary data. In so doing, the unlimited right to such
technical data by DOE was voided per DOE regulations. In accordance with DOE
regulations, a small business concern has a "subject invention" related to work
done under the award, it can obtain unlimited rights to the technical data for
the "subject invention", and has license to use the invention only for
government use and not commercial use. Even so, if proper application and
F-8
BEKEM METALS, INC.
(formerly EMPS Research Corporation)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003
reporting is done for the "subject invention" the small business concern can
retain title to the "subject invention" and the above rights to DOE to use the
invention or technical data is voided. Management intends to perform the proper
reporting and application process to retain title to any "subject invention"
that may arise, if any, during the course of the award.
The original project period was from February 1, 2001 to January 31, 2003 but
has been extended to June 30, 2005. Research assistance conducted under the
grant has been subcontracted to two entities. During the years ended December
31, 2004 and 2003 the Company incurred grant expenses in the amount of $6,622
and $2,042, respectively. Total grant expense from inception through December
31, 2004 is $148,744.
NOTE 6 - PATENTS
The Company received three patents by assignment from it parent at formation.
The three patents related to the Company's particle separation technology and
were valued at their historical cost to its parent of $2,636. Amortization
expense is being recognized on a straight-line basis through 2013. Amortization
expense for the years ending December 31, 2004 and 2003 was $206 and $205. The
parents are currently carried at a value of $1,840, net of accumulated
amortization expense of $796. The amortization expense for each of the next five
years is anticipated to be $205 per year.
NOTE 7 - STOCK OPTION PLAN
On March 12, 2003, the Board of Directors approved the EMPS Research Corporation
2003 Stock Option Plan (the "Plan"), which allows for the grant of up to
5,000,000 incentive stock options or nonqualified stock options. The exercise
price of the incentive stock options granted under the Plan will be determined
by the Stock Option Committee of the Board of Directors at the time of grant and
may not be less than 100% of the fair value of the stock. The exercise price of
an incentive stock option granted to a 10% shareholder shall not be less than
110% of the fair value of the stock. Expiration and vesting terms of options
will be determined at the time of the grant.
On February 16, 2004, the Company issued two non-qualified options to purchase
an aggregate of 2,000,000 common shares at an exercise price of $0.10 per share.
The options, which expire on February 16, 2009, were issued to an outside
consultant and to a current shareholder. The exercise price was determined by
the board of directors and was equal to the cash price of the Company's most
recent sale of common shares and the value for which the Company agreed to sell
shares to Techgrand in the private placement equity agreement described below.
The option had a fair value on the award date of $190,658 and the Company
recognized a charge to operations on that date of $190,658. The options were
valued on the grant date using the Black-Scholes option pricing model with the
following assumptions: risk-free interest rate of 3.02%; expected dividend yield
of 0.0%; expected life of 5 years and estimated volatility of 175%.
NOTE 8 - PRIVATE EQUITY CREDIT AGREEMENT
On November 12, 2003, the Company entered into a Private Equity Credit Agreement
with Techgrand Company Limited, a Hong Kong limited company ("Techgrand"), a
current shareholder. Techgrand has agreed to provide the Company an equity
credit line of up to $470,000. Pursuant to the Agreement, the Company can
require Techgrand to purchase restricted common shares of the Company in
increments of $75,000 to $100,000, up to a total of $470,000 worth of restricted
Company common stock at the greater of $0.10 per share or 85% of the prevailing
market price as defined in the Agreement. The Company intends to use these funds
for operational expenses and to further its business activities. No funds have
been advanced and no shares of the Company's common stock have been issued under
this Agreement.
F-9
BEKEM METALS, INC.
(formerly EMPS Research Corporation)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003
NOTE 9 - SUBSEQUENT EVENT
On December 3, 2004 the Company entered into a Plan and Agreement of
Reorganization with Condesa Pacific S.A., a British Virgin Islands international
business company and on January 28, 2005, the Company completed the closing of
the Agreement. The Company acquired 100% of the outstanding capital stock of
Condesa Pacific, S.A. (Condesa) in exchange for the issuance of 35,000,000
common shares of the Company. As a result of the issuance, the shareholders of
Condesa now own approximately 90% of the outstanding common stock of the
Company. The consideration exchanged in connection with this transaction was
determined through negotiation by the parties. The transaction resulted in a
change of control of the Company and a change in the reporting entity.
Condesa is a British Virgin Islands international business company whose primary
asset is an exploration and production contract held by its wholly-owned
subsidiary Kaznickel, LLP. The exploration and production contract, which was
issued by the Ministry of Energy and Mineral Resources of the Republic of
Kazakhstan, grants Kaznickel the exclusive right to explore for and produce
nickel, cobalt, and other minerals in the 616 hectare (1,522 acre)
Gornostayevskoye field located in the East Beskaragaiskiy region of Kazakhstan
in the Republic of Kazakhstan. The Company intends to pursue the exploration and
development of the Gornostayevskoye field.
None of the Condesa shareholders were shareholders of the Company immediately
prior to the completion of the closing of the Agreement. None of the Company's
executive officers or directors has changed as a result of this transaction and
no change in the executive officers or directors of the Company is required
under the terms of the Agreement.
On February 9, 2005, the Company's Board of Directors approved, and holders of a
majority of the outstanding shares of the Company approved and ratified a change
in the Company's name from EMPS Research Corporation to Bekem Metals, Inc., and
on March 16, 2005 the Company filed an amendment to its Articles of
Incorporation changing its name to Bekem Metals, Inc. The Company changed its
name to better reflect its efforts to explore and develop the Gornostayevskoye
mineral field in East Kazakhstan.
F-10