U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BEPARIKO BIOCOM
(Name of Small Business Issuer in its charter)
Nevada 7382 88-0426887
(State or Jurisdiction of Primary Standard Industrial I.R.S. Employer
Incorporation or Classification Code Number Identification
Organization) Number)
8452 Boseck Drive, Suite 272, Las Vegas, Nevada 89145; (702)228-4688
(Address and telephone number of Registrant's principal executive
offices and principal place of business)
Lewis Eslick, President, 8452 Boseck Drive, Suite 272, Las Vegas, Nevada
89145; (702) 228-4688
(Name, address, and telephone number of agent for service)
Approximate date of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration number of the earlier effective registration
statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
If the delivery of the prospectus is expected to be made pursuant
to Rule 434, check the following box.
CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed maximum Proposed Amount of
each class registered offering price maximum registration
of per unit aggregate fee
securities offering
to be price
Common
Shares 5,000,000 $0.004 $20,000.00 $350.00
The registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date
until the registrant shall file a further amendment which
specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
PART I. INFORMATION REQUIRED IN PROSPECTUS
Initial Public Offering
Prospectus
Bepariko BioCom
Multi-Fingerprint Identification Systems
5,000,000 Shares Common Stock
$0.004 per Share
Bepariko BioCom
8452 Boseck Drive
Suite 272
Las Vegas, NV 89145
The Offering
Per Share Total
Public Price $0.004 $20,000
Underwriting There is no market for the
Discounts $0.000 $ 0.000 shares and the price has
Proceeds to been arbitrarily determined.
Bepariko BioCom $0.004 $20,000
This investment involves a high degree of risk. You should
purchase shares only if you can afford a complete loss. Please refer
to Risk Factors located on page 1 of the prospectus summary.
Neither the Securities and Exchange Commission nor any State
Securities Commission has approved nor disapproved these
securities, or determined if this prospectus is truthful or
complete.
The minimum subscription agreement is $300.00 or 75,000 shares.
All proceeds will be placed in an interest bearing account. The funds
Will be returned with interest unless $15,000 is raised in 240 days.
The offering will close upon the earlier of occurrence of:
receipt of $15,000 in which case offering will terminate 120
days from the date of this prospectus, or
if less than $15,000 is received, 240 days after the date of
this prospectus.
Table of Contents Page
Prospectus Summary .............................. 1
Risk Factors ................................ 1
Use of Proceeds ............................. 3
Determination of Offering Price ........................ 4
Dilution .............................. 4
Plan of Distribution`......................... 4
Legal Proceedings ........................... 5
Directors, Executive Officers, Promoters and Control
Persons............ 5
Security Ownership of Certain Beneficial Owners
And Management .......... 7
Description of Securities .......................... 7
Interest of Named Experts and Counsel .................. 8
Disclosure of Commission Position on Indemnification
for Securities Act Liabilities ......................... 8
Organization within last five years ........................9
Description of Business .......................... 9
Plan of Operation .......................... 13
Description of Property .......................... 13
Certain Relationships and Related Transactions ............13
Market for Common Equity and Related Stockholder Matters 14
Executive Compensation ........................ 14
Changes in and disagreements with accountants
on Accounting and Financial Disclosure .................. 14
Financial Statements ......................... 15
PROSPECTUS SUMMARY
The Company
Bepariko BioCom ("Company") is a Nevada corporation formed on
April 2, 1997. Bepariko's offices are located at 8452 Boseck
Drive, Suite 272, Las Vegas, Nevada 89145; (702) 228-4688.
We have acquired the exclusive licensing agreement for the
worldwide use of an electronic digital multi- fingerprint
identification system. This system provides personal security
for Credit Cards, ATM cards, Medical Insurance Cards and Anti
Theft systems for Home and Automobile.
The Offering
Bepariko BioCom is offering 5,000,00 shares of its common stock.
If the maximum offering is achieved there will be 5,750,000 shares of
Common stock outstanding.
If the minimum offering there will be 3,750,000 shares of common
Stock outstanding.
No sales commission will be paid in connection with the sales of
these shares.
The net proceeds will be used for working capital:
Legal expenses;
Offices supplies and printing costs;
Travel expenses;
Telephone expenses;
Rent;
Utilities;
If all the shares offered are sold the net proceeds to Bepariko
will be $20,000.00 less certain costs associated with this
offering. This balance will be used as working capital.
RISK FACTORS
Bepariko has a lack of operational experience.
Bepariko is newly reorganized, has no revenues from operations
and has no assets. There can be no assurance that our company
will generate revenues in the future; and there can be no
assurance that Bepariko will operate at a profitable level. If
our company is unable to obtain customers and generate
sufficient revenues so that it can operate profitably,
Bepariko's business will not succeed. In such event, investors
in the shares may lose their entire cash investment.
Reliance upon management of Bepariko could jeopardize your
investment.
Bepariko's success is dependent upon the hiring of key technical
personnel.
We will search the computer industry areas such as the Silicon
Valley in California and Redmond Washington to locate key
personnel knowledgeable in computer software engineering and
computer system analysts. The management of the company has had
discussions with the heads of various Internet Companies that
require security for shopping on line. These companies have
employed personnel to design and implement their systems. The
heads of these companies have referred these technicians to
Bepariko BioCom and will continue to assist us in locating
qualified technicians.
With respect to the management of Bepariko, the officers and
directors of the Company will make all decisions. Investors
will only have rights associated with minority ownership
interest rights to make decisions, which may effect the Company.
The success of Bepariko, to a large extent, will depend on the
quality of its directors and officers. Accordingly, no person
should invest in the shares unless he is willing to entrust all
aspects of management to the officers and directors of Bepariko.
The Funds received by Bepariko in this offering may not be adequate
for our operational plans.
If all of the 5,000,000 shares offered are sold, the funds
available to Bepariko may not be adequate for it to be
competitive in the areas in which it intends to operate. There
is no assurance that additional funds will be available from any
source when needed by our company for expansion; and, if not
available, Bepariko may not be able to expand its operation as
rapidly as it could if financing were available. The proceeds
from this offering are expected to be sufficient for Bepariko to
become operational, and develop and market its line of services.
Additional financing could come in the form of debt/preferred
stock. If additional shares were issued to obtain financing,
investors in this offering would suffer a dilutive effect on
their percentage of stock ownership in Bepariko. The book value
of their shares would not be diluted, provided additional shares
were sold at a price greater than that paid by investors in this
offering. Our company does not anticipate having within the
next 12 months any cash flow or liquidity problems
Bepariko may not be able to develop a public market for it's
securities, and there may be a lack of liquidity for purchasers.
Prior to the offering, there has been no public market for the
shares being offered. There can be no assurance that an active
trading market will develop or that purchasers of the shares
will be able to resell their securities at prices equal to or
greater than the respective initial public offering prices. The
market price of the shares may be affected significantly by
factors such as announcements by Bepariko or its competitors,
variations in Bepariko's results of operations, and market
conditions in the retail, electron commerce, and Internet
industries in general. Movements in prices of stock may also
affect the market price in general. As a result of these
factors, purchasers of the shares offered hereby may not be able
to liquidate an investment in their shares readily or at all.
USE OF PROCEEDS
Following the sale of the 5,000,000 shares offered by Bepariko
there would be a gross proceeds of $20,000 (less certain
expenses of this offering). These proceeds will be used to
provide start-up and working capital for Bepariko.
The following table sets forth the use of proceeds from this
offering (based on the minimum and maximum offering amounts):
Use of Proceeds Minimum Offering Maximum Offering
Amount Percent Amount Percent
Transfer Agent Fee $ 600.00 4.0 % $ 800.00 4.0 %
Printing Costs $ 500.00 3.3 % $ 800.00 4.0 %
Legal Fees $ 7,500.00 50.0 % $ 7,500.00 37.5 %
Accounting Fees $ 575.00 3.8 % $ 575.00 2.9 %
Sales Commissions $ 0.00 0.0 % $ 0.00 0.0 %
Working Capital $ 5,825.00 38.8 % $10,325.00 51.6 %
Total $15,000.00 100.0 % $20,000.00 100.0 %
Management anticipates expending these funds for the purposes such as
additional legal expenses, office supplies and printing costs, travel
expenses, telephone expenses, rent and utilities. Conversely, to the
extent that such expenditures require the utilization of funds in
excess of the amounts anticipated, supplemental amounts may be
drawn from other sources, including, but not limited to, general
working capital and/or external financing. The net proceeds of
this offering not expended immediately may be deposited in
interest or non-interest bearing accounts, or invested in
government obligations, certificates of deposit, commercial
paper, money market mutual funds, or similar investments.
DETERMINATION OF OFFERING PRICE
The offering price is not based upon Bepariko's net worth, total
asset value, or any other objective measure of value based upon
accounting measurements. The offering price is determined by
the board of directors of Bepariko and was determined
arbitrarily based upon the amount of funds needed by Bepariko to
start-up the business, and the number of shares that the initial
shareholders were willing to allow to be sold.
DILUTION
Bepariko's Certified Public Account reporting on costs of start-
up activities is in compliance with "SOP 98-5". Start-up costs
and organizational costs are expensed as they are incurred.
"Dilution" is the difference between the public offering price
of a security and its net tangible book value per share
immediately after the offering, giving effect to the receipt of
net proceeds in the offering. As of November 22, 1999, the net
tangible book value of Bepariko was $0.00 or $0.00 per share.
If Bepariko achieves the sale of the maximum offered shares at
the public offering price, the pro forma net tangible book value
of Bepariko would be $10,325.00 or $0.0021 per share, which
would represent an immediate of $0.0021 in net tangible book
value per share and $ 0.0019 per share dilution to new
investors.
If Bepariko achieves only the sale of the minimum offered shares
at the public offering price, the pro forma net tangible book
value of Bepariko would be $5,825.00 or $0.00117 per share,
which would represent an immediate of $0.00117 in net tangible
book value per share and $ 0.00283 per share dilution to new
investors.
Dilution of the book value of the shares may result from future
share offerings by Bepariko.
The following table illustrates the pro forma per share
dilution:
Assuming Maximum
Shares Sold
Offering Price $0.004
Net tangible book value per share before
Offering $0.00
Increase Attributable to purchase of stock by
new investors $0.0021
Net tangible book value per share after
Offering $0.0021
Dilution to new investors $0.0019
Percent Dilution to new investors 47.5%
PLAN OF DISTRIBUTION
Bepariko will sell a maximum of 5,000,000 shares of its common
stock, par value $.001 per share to the public. The minimum
purchase required of an investor is $300.00. There can be no
assurance that any of these shares will be sold. The gross
proceeds to Bepariko will be $20,000.00 if all the shares
offered are sold. Bepariko or any of its principals will pay no
commissions or other fees, directly or indirectly, to any person
or firm in connection with solicitation of sales of the shares.
Mr. Lewis Eslick, President of Bepariko, will sell the
securities on behalf of the issuer. Mr. Eslick meets the
following criteria under Commission Rule 3a4-1:
Mr. Eslick is not being paid a commission or other remuneration
based directly or indirectly on the securities sold.
Mr. Eslick is not associated with any broker dealer.
Mr. Eslick will continue his endeavors until completing the
offering or the expiration of the time allotment closes the
offering.
Mr. Eslick's activities in his participation is restricted to
the following:
The board of directors of Bepariko must approve any written
communication through the mails or oral communication.
He may respond to inquiries by any potential purchaser only with
information contained in the registration statement or other
offering document.
He may perform any task involved in effecting any transaction
with respect to this offering.
Investors have the opportunity to make inquiries of Bepariko.
Bepariko will make available to each Offeree, prior to any sale
of the shares, the opportunity to ask questions and receive
answers concerning any aspect of the investment. The Offeree may
obtain any additional information contained in this Memorandum,
to the extent that our company possesses the requested
information or can acquire it without unreasonable effort or
expense.
The execution of documents required for this offering.
Each person desiring to subscribe to the shares must complete,
execute, acknowledge, and deliver to Bepariko a subscription
agreement. The subscription will contain, among other
provisions, representations as to the investor's qualifications
to purchase the common stock and his ability to evaluate and
bear the risk of an investment in our company. By executing the
subscription agreement, the subscriber is agreeing that if
accepted by Bepariko, he will be a shareholder in our company
and will be bound by the articles of incorporation and the
bylaws of Bepariko in the form attached to this prospectus.
Promptly upon receipt of the subscription documents by Bepariko,
a determination will be made as to whether a prospective
investor will be accepted as a shareholder in our company. We
may reject a subscriber for any reason. Subscriptions will be
rejected for:
Failure to conform to the requirements of this prospectus or the
failure to follow the proper subscription procedure.
Insufficient documentation.
Over subscription to Bepariko's offering.
Other reasons as our company determines to be in its best
interest.
If a subscription is rejected, in whole or in part, the
subscription funds, or portion thereof, will be promptly
returned to the prospective investor without interest by
depositing a check, made payable the investor, in the amount of
his funds in the United States mail, certified returned-receipt
requested. Subscriptions may not be revoked, cancelled, or
terminated by the subscriber, except as provided by the terms of
this prospectus
LEGAL PROCEEDINGS
Bepariko is not a party to any material pending legal
proceedings and, to the best of its knowledge, no action by or
against Bepariko has been threatened.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS,AND CONTROL PERSONS
The names, ages, and respective positions of the directors,
officers, and significant employees of Bepariko are set forth
below. These people have held their positions since May 19,
1999. There are no other persons who can be classified as a
promoter or controlling person of Bepariko.
Lewis Eslick .
Mr. Eslick, age 61. 1991 - Present: Mr. Eslick has been a
Director and President of the issuer since its inception
December 3, 1991. Since August of 1995 he has been an owner and
served as Geschaeftsfuehrer (Managing Director) of Xaxon
Immobilien und Anlagen Consult GmbH. Under Mr. Eslick's
direction the company was awarded full 34-C License, which
allows every business except banking operations. The Company
consults with major development companies of the European
Economic Community and the United States.
Prior to that Mr. Eslick was Chief Executive Officer of Travel
Masters. Under his direction he developed strategy, Pro-forma
and the structure to establish a central reservation complex to
replace Airline City Ticketing Offices utilizing Electronic
Ticket Delivery Networks (ETDN).
From 1986 to 1993 he was Chief Executive Officer of Mirex, Inc.
While serving as President of this international consulting
firm, was responsible for several successful negotiations on
behalf of Bechtel Engineering and Minerals including the
following:
A twelve berth harbor to accommodate ocean cargo vessels of up
to 50,000 DWT. At Mawan Harbor, the mouth of the Pearl River.
The Shenzhen Petro-Chemical Refinery with an operating capacity
of 68,000 barrels per day.
Arranged financing for the Mawan Port Facility with the
assistance of Triad Enterprises S.A., Banco Arabe de Espanole,
secured a Bank Commitment in the amount of $375,000,000 USD with
very favorable interest rates and set off payments of the
principal for the projects.
Industrial Development Revenue Bond negotiated with the State of
Nevada on behalf on Mirex, Inc. in the amount of $12,000,000 USD
for special projects.
From 1983 to 1986 Mr. Eslick conceptualized and delivered to
E.F. Hutton the plan for what is now known as Reservoir
Inadequacy Insurance. The method by which investors are
protected against inadequate oil reserves or dry wells.
Developed and co-authored with Lloyds of London, the syndication
that backed the policies.
From 1981 to 1983: he was the project manager for Rosendin
Electric overseeing the complete wiring of the building that
tracks the Space Shuttle for Lockheed;
From 1979 to 1981 he served as the Managing Director of
Interface lndrocarbuare, Inc. S.A. A Corporation with offices
in Geneva, Switzerland, and Konigswinter, West Germany that
actively traded in the international spot oil market.
From 1955 to 1958 he served in the US Navy as an Aviation
Electronics Technician. Honorable Discharge.
Paul Eslick
Mr. Eslick, age 64. Mr. Eslick has been retired. During his
retirement Mr. Eslick has been active in the purchase and sale
of antique furniture, antique glassware and other antique
collectibles. Mr. Eslick has also dealt in antique art and the
history of various antique and early American arts.
1993 to 1995: Mr. Eslick was employed at Mize Automotive
Service where he worked as the senior mechanic specializing in
automotive electronics and electrical systems.
1986 to 1993: Mr. Eslick was self in the Automotive Service
Industry. He primarily worked on the electronic components and
electrical systems of various makes of automobiles.
1973 to 1986: Mr. Eslick was employed at Sills Automotive where
he initially worked as a line mechanic and was promoted to
Service Manager. In his employment in this position he
exhibited leadership skills and superior job scheduling
abilities.
1956 to 1972: Mr. Eslick started as a line mechanic and was
promoted to Chief Maintenance Mechanic and later to Assistant
Service Manager for the United States Naval Air Station,
Alameda, California.
Military: July 1951 to 1955 United States Air Force Aviation
Maintenance, Jet Engine Specialist
PATSY HARDING
Patsy Harding, Age 58. 1996 to present Mrs. Harting is been a
Phlebotomist working in the Intensive Care Unit and the
laboratory at Inlow Hospital, Chico, California. Mrs. Harting's
duties consist of the normal activities associated with the care
of the critically ill and post surgery patients.
Prior to that, during the years from 1983 until 1996, Mrs.
Harting was the owner of PJ's Red Onion a very successful
restaurant located at 6047 Clark Road, Paradise California. She
operated a thriving business and supplied Specialty Pies to the
largest restaurants in Chico and Orville California for over
twelve years. Mrs. Harting sold her business interests in the
early part of 1996.
Mrs. Harting has never served as an Officer or Director of any
Publicly traded Company.
Education: Nurses Training, Oakland, California and Doctors
Office Assistant, Oakland California.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the date of this
prospectus, the outstanding shares of common stock of Bepariko.
The people listed below owned of record, or beneficially owned
more than 5% of our company's common stock. Included are the
names and shareholdings of each officer and director.
Title of Class Name of Beneficial Amount and Nature of Percent of
Class Owner Beneficial Owner Class
Common Stock Lewis M. Eslick 125,000 16.66%
Common Stock Leslie B. Eslick 125,000 16.66%
Common Stock Paul J.C. Eslick 125,000 16.66%
Common Stock Howard Stiebel 125,000 16.66%
Common Stock Kathryn Stiebel 125,000 16.66%
Common Stock Sandra L. Duncan 125,000 16.66%
Other than the shares owned by Lewis Eslick and Paul Eslick none
of the other officers or directors of the Company own any of the
shares.
None of the officers, directors or existing shareholders has the
right to acquire any amount of the shares within sixty days from
options, warrants, rights, conversion privilege, or similar
obligations.
DESCRIPTION OF SECURITIES
General description of the securities offered by Bepariko
The securities being offered are shares of common stock. The
articles of incorporation authorize the issuance of 100,000,000
shares of common stock, with a par value of $0.001.
The holders of the shares:
have equal ratable rights to dividends from funds legally
available when declared by the board of directors.
are entitled to share ratably in all of the assets of the
Company when available for distribution upon winding up of the
affairs of the Company.
do not have preemptive subscription or conversion rights and
there are no redemption or sinking fund applicable,
are entitled to one non-cumulative vote per share on all matters
on which shareholders may vote at all meetings of shareholders.
These securities do not have any of the following rights:
cumulative or special voting rights;
preemptive rights to purchase in new issues of shares;
preference as to dividends or interest;
preference upon liquidation; or
any other special rights or preferences.
In addition, the shares are not convertible into any other
security.
There are no restrictions on dividends under any loan other
financing arrangements or otherwise.
There are no cumulative voting rights for the shareholders of
Bepariko.
The holders of shares of common stock of Bepariko do not have
cumulative voting rights, which means that the holders of more
than 50% of outstanding shares, voting for the election of
directors, can elect all of the directors to be elected, if they
so choose. The holders of the remaining shares will not be able
to elect any of Bepariko's directors.
Dividends
Bepariko does not currently intend to pay cash dividends. Our
proposed dividend policy is to make distributions of its
revenues to its stockholders when Bepariko's board of directors
deems distributions appropriate. Because Bepariko does not
intend to make cash distributions, potential shareholders would
need to sell their shares to realize a return on their
investment. There can be no assurances of the projected values
of the shares, nor can there be any guarantees of the success of
our company.
A distribution of revenues will be made only when, in the
judgment of Bepariko's board of directors, it is in the best
interest of our stockholders to do so. The board of directors
will review the investment quality and marketability of the
securities considered for distribution;
the impact of a distribution of the investee's securities on its
customers,
joint venture associates,
management contracts, other investors, financial institutions,
company's internal management,
the tax consequences and the market effects of an initial or
broader distribution of such securities.
Possible Anti-Takeover Effects of Authorized but Unissued Stock
Upon the completion of this offering, Bepariko's authorized but
unissued capital stock will consist of 95,000,000 shares
(assuming the entire offering is sold) of common stock. One
effect of the existence of authorized but unissued capital stock
may be to enable the board of directors to render more difficult
or to discourage an attempt to obtain control of our company by
means of a, tender offer or proxy contest to protect the
continuity of Bepariko's management. If, the board of directors
were to determine that a takeover proposal was not in Bepariko's
best interests, shares could be issued by the board of directors
without stockholder approval in one or more private placements.
Other transactions might prevent, or render more difficult or
costly, completion of a takeover transaction by diluting the
voting or other rights of the proposed acquirer or insurgent
stockholder or stockholder group, by creating a substantial
voting block in institutional or other hands that might
undertake to support the position of the incumbent board of
directors.
Transfer agent for Bepariko's common stock.
Bepariko has engaged the services of Pacific Stock Transfer
Company, P.O. Box 93385 Las Vegas, Nevada 89193 (702) 361-3033
Fax (702) 732-7890
INTEREST OF NAMED EXPERTS AND COUNSEL
No named expert or counsel was hired on a contingent basis, will
receive a direct or indirect interest in the small business
issuer, or was a promoter, underwriter, voting trustee,
director, officer, or employee of the small business issuer.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
No director of Bepariko will have personal liability to the
Company or any of its stockholders for monetary damages for
breach of fiduciary duty as a director involving any act or
omission of any such director since provisions have been made in
the articles of incorporation limiting such liability. The
foregoing provisions shall not eliminate or limit the liability
of a director:
any breach of the director's duty of loyalty to Bepariko or its
stockholders,
any acts or omissions not in good faith or, which involve
intentional misconduct or a knowing violation of law, under
applicable Sections of the Nevada Revised Statutes,
payment of dividends in violation of Section 78.300 of the
Nevada Revised Statutes or,
for any transaction from which the director derived an improper
personal benefit.
The by-laws provide for indemnification of the directors,
officers, and employees of Bepariko and in most cases for any
liability suffered by them or arising out of their activities as
directors, officers, and employees of Bepariko if they were not
engaged in willful misfeasance or malfeasance in the performance
of his or her duties; provided that in the event of a settlement
the indemnification will apply only when the board of directors
approves the settlement and reimbursement as being for the best
interests of Bepariko. The by-laws limit the liability of
directors to the maximum extent permitted by Nevada law (Section
78.751).
The officers and directors of Bepariko are accountable to the
Company as fiduciaries, which means they are required to
exercise good faith and fairness in all dealings affecting
Bepariko. In the event that a shareholder believes the officers
and/or directors have violated their fiduciary duties to
Bepariko, the shareholder may, subject to applicable rules of
civil procedure, be able to bring a class action or derivative
suit to enforce the shareholder's rights, including rights under
certain federal and state securities laws and regulations to
recover damages from and require an accounting by management.
Shareholders who have suffered losses in connection with the
purchase or sale of their interest in Bepariko in connection
with a sale or purchase, including the misapplication by any
officer or director of the proceeds from the sale of these
securities, may be able to recover losses from Bepariko.
The registrant undertakes the following:
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 (the "Act") may be permitted to
directors, officers and controlling persons of the small
business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.
ORGANIZATION WITHIN LAST FIVE YEARS
The names of the promoters of the registrant are the officers
and directors as disclosed elsewhere in this Form SB-2. None of
the promoters have received anything of value from the
registrant.
DESCRIPTION OF BUSINESS
An executive summary of Bepariko.
Bepariko BioCom, a Nevada Corporation, holds worldwide patent
rights for electronic multiple fingerprint recognition
procedures and systems. Bepariko BioCom provides the
digitization of all ten of the users fingers encoded onto a
database with the key fingerprint stored on the users
corresponding smart card.
The patent license granted Bepariko, covers the digitization of
all ten of the users fingerprints into a database with a
corresponding smart card also containing all the users
fingerprints. The patent is both objective and subjective.
Objectively the patent application uses all ten of the users'
fingerprints, subjectively the user may select which fingers he
wishes to use for their personal identification code, and they
may selectively substitute other fingers for his access security
code.
Bepariko BioCom was founded for the purpose of providing
unparalleled security for access codes. Multi-fingerprint
access codes provide absolute security in a multitude of
applications.
The security for card users is accomplished by digitizing all
ten of the users fingerprints encoded onto a database with the
key fingerprint stored on the users corresponding smart card.
The key fingerprint gains access to the doorway of the database,
which than allows the card user to select his personal
identification coded fingerprints for absolute identification.
These fingerprints may also be stored in a remote access control
database. To use the card, the user must pass his card through
a normal magnetic card reader and place his personal
identification coded fingers onto the fingerprint reader. When
the personal identification coded fingers and the database match
those of the user, access is granted. If there is no match,
access is denied. The following are some of the most apparent
ways that the patent could be applied:
Consumer Credit Card Companies, suffer monumental annual losses
due to stolen, lost and fraudulent credit cards. The multi-
fingerprint access codes provide absolute security for these
credit cards and the issuing Companies.
Hotel and Hotel/Casino applications, the database for the system
is kept on the premises with the capabilities to integrate with
other database applications worldwide through existing
communication satellites. The guest's fingerprints are recorded
at the registration desk upon his arrival. Thereafter, the
guest will access his room or he can make purchases by the use
of his fingerprint in a fingerprint reader.. For casino
applications a fingerprint reader attached to the gaming
machines and gaming tables allows the guest to participate in
gaming activities and charge those activities to the credit card
he used upon his arrival.
Bank ATM cards currently require access numbers or pin numbers
to access the customers account. The multi-fingerprint access
codes provide absolute security for the ATM card user and the
banks issuing the cards. The authorized user encodes his
fingerprints onto the ATM card with a duplicate into the
databases of the banks. Upon the electronic match of the
fingerprints the user accesses his account. If there is no
match, entry to the account is denied.
Identification Cards for medical insurance coverage's currently
have no security. According to the New England Journal of
Medicine and the US Congressional Committee, March 1995 there is
$75 to $80 billion estimated as fraudulent charges in Medical
Insurance Coverage's annually. A multi-fingerprint access coded
medical identification card would provide absolute security
against fraudulent use in this industry.
Computer access through the use of the multi-fingerprint access
codes would provide absolute security in this industry. This
could also be adapted to Internet credit card purchases without
fear of misuse of the credit card.
Remote and access controls governed through the use multi-
fingerprint access codes provides absolute security in these
applications.
Military requirements provide the possibility for various uses
of the multi-fingerprint access coded systems
Automobile locking systems and automobile anti-theft systems can
incorporate the multi-fingerprint access codes through the
onboard computer already on the automobile.
A business summary of Bepariko
This is a business that is organized as an international
corporation; a business to be owned by the public at large and
operated in accordance the directives of the board of directors.
Bepariko's management is committed to continually maintain,
develop, and enhance its system to meet the changing processing
needs of industry. In developing its service products, Bepariko
will be stressing responsiveness to the needs of its clients
through client contact and customer service.
Bepariko BioCom is working to have a minimum of 6 major
contracts with internationally recognized customers as soon as
possible. Due to the ever-increasing use of the Internet and
the ability to purchase on line we believe our product can be
integrated into current technology to provide security for the
buyers. Initial contacts have been made with Unisys Corporation,
Biometric Tracking, Siemens AG (Germany), RJM Rheinmetal Jena,
(Germany), Lufthansa (Germany), El Al Airlines and Bode Panzer
Safes (Europe). Bepariko will continue discussions with these and
other interested companies to complete a contract or contracts.
Our company may be offered an opportunity to joint venture with
one or more of these companies to assist in furthering our
business plans. The possibility of contracts or joint ventures
vary from alien identification ID cards, entrance to airline
secured areas, corporate security and military applications.
We will continue negotiations with major industrial companies
that have expressed a desire to incorporate the use of our
patent into their operational systems. For the right to use the
patent a facilitation charge will be paid to our company. Each
time a system is accessed we will receive a use fee.
Many industrial and multi-national companies that would be
interested in applying our multi-fingerprint identification
system to their existing systems prefer to operate those systems
in house. This could present an opportunity for Bepariko to
enter into a joint venture with one or more of these companies.
At this time, Bepariko has no proposal, agreement, understanding
or arrangement to enter into such a joint venture agreement with
any specific business or company.
Bepariko's patent history overview
The patent of the multi-fingerprint recognition systems and
registered the patent with the Federal Republic of Germany under
patent number 43 22 445. The patent was granted on June 7, 1993.
Following the granting of the patent in Germany it was
registered filed for and granted throughout the nations of the
European Economic Community. The registration of the patent in
the United States of America and many industrialized nations of
the world followed this.
Mr. Eslick elected to file Bepariko BioCom as a Nevada
corporation, so that it could be granted the exclusive licensing
agreement. A set dollar amount was not determined regarding the
value of this agreement.
Mr. Alfons Behnke, the patent owner, sent Mr. Tino Di Pana to
the United States with full power of attorney to grant the
exclusive licensing agreement to Bepariko BioCom, Nevada. On
April 11, 1997 our company was granted, in perpetuity, the
unrestricted exclusive right to use of all the rights and
privileges granted within Patent 43 22 445 given by the Federal
Republic of Germany. It was verbally agreed that a percentage
of any net profits earned by our company, through the use of the
patent, would be paid to the patent owner. This percentage
would to be determined on a contract by contract basis and would
not exceed 10% as a maximum cost to Bepariko.
Bepariko's service and product competition
There are no natural marketplace controls for security systems
that will significantly lower costs due to theft and fraud. The
Bepariko's business plan is specifically designed to create this
common marketplace. By establishing working relationships with
the current providers of services requiring ultimate security
Bepariko can integrate its security systems into existing
databases. This will bring about a dramatic decrease in loses
due to theft and fraud. This integration can be accomplished
very rapidly by incorporating existing systems and programs with
the Bepariko patent.
This will require the installation of new card readers that
incorporate the fingerprint identification cradle. It was
determined early on that there would be a cost involved in
replacing current card readers. This cost would be minor when
compared the savings in losses due to theft and fraud.
We have attended security trade shows such as Secure-Tech and
Card-Tech to introduce our product to a wide sector of the
market. We will continue to display and demonstrate our product
to potential markets available at these trade shows.
COMPANY BACKGROUND
Business history of Bepariko BioCom
The founders of Bepariko BioCom have spent over two years and
considerable capital researching the practical applications for
the use of multi-fingerprint identification systems in today's
marketplace. Bepariko has negotiated with several international
corporations for the application of the patent into existing
systems and developing new systems where its application is
desired. To facilitate contracts with these potential users
Bepariko BioCom finds it necessary to raise additional capital.
Legal structure and ownership of Bepariko BioCom
Bepariko BioCom is organized as a Nevada corporation, which has
filed all the necessary paperwork with the Secretary of State of
Nevada to gain its corporate certificate and all appropriate
permits.
Bepariko's major competitors and possible participants
Bepariko BioCom has no competition in the patented application
of its multi-fingerprint recognition systems. There are several
companies using the single fingerprint recognition systems in
their applications. These companies do not present any real
competition due to their failure to have the ability to offer to
their clientele the security contained in the Bepariko multi-
fingerprint recognition systems.
PLAN OF OPERATION
Bepariko's plans for financing its operations
The shareholders of Bepariko BioCom have contributed all of the
necessary capital to obtain the license for the patent.
Additionally the shareholders have expended all the necessary
capital to research the markets for the application of the patent
and to establish Bepariko and its offices.
Our company may be offered an opportunity to joint venture with
another company to assist in furthering its business plans.
Bepariko's plans for creating and maintaining customers
Bepariko BioCom will attract its customer base by providing
total privacy and absolute security for its clients. Our company
will competitively price its application systems and fairly
price the service and support for those systems. Through
dedication, hard work and a customer driven approach the company
can take all risks out of the Biometrics Security Systems.
Customers will quickly recognize that Bepariko's main "asset" is
its patent and dedicated owners and staff. And as is often the
case with service oriented businesses, new customers will be
created as current customers begin to appreciate the security,
skill, expertise, and knowledge of Bepariko Those customers will
recommend our company to the business community and will help to
broaden the customer base.
DESCRIPTION OF PROPERTY
Bepariko does not currently own any property.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There are no relationships, transactions, or proposed
transactions to which the registrant was or is to be a party, in
which any of the named persons set forth in Item 404 of
Regulation SB had or is to have a direct or indirect material
interest.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The shares have not previously been traded on any securities
exchange. At the present time, there are no assets available
for the payment of dividends on the shares.
EXECUTIVE COMPENSATION
No officer or director of Bepariko is receiving any remuneration
at this time.
There are no annuity, pension or retirement benefits proposed to
be paid to officers, directors, or employees of the corporation
in the event of retirement at normal retirement date pursuant to
any presently existing plan provided or contributed to by the
corporation or any of its subsidiaries.
No remuneration is proposed to be in the future directly or
indirectly by the corporation to any officer or director under
any plan which is presently existing.
FINANCIAL STATEMENTS
The financial statements required by Item 310 of Regulation S-B
are attached as a part of the prospectus and the Form SB-2.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
Since the inception of Bepariko BioCom on April 2, 1997, the
principal independent accountant for the Company has neither
resigned (nor declined to stand for reelection) nor been
dismissed. The independent accountant for Bepariko is Barry L.
Friedman. Bepariko on or about June 24, 1999 engaged Mr.
Friedman.
BEPARIKO BIOCOM
(A Development Stage Company)
FINANCIAL STATEMENTS
September 30, 1999
December 31, 1998
December 31, 1997
TABLE OF CONTENTS
PAGE NUMBER
INDEPENDENT AUDITORS REPORT 1
ASSETS 2
LIABILITIES AND STOCKHOLDERS' EQUITY 3
STATEMENT OF OPERATIONS 4-5
STATEMENT OF STOCKHOLDERS' EQUITY 6
STATEMENT OF CASH FLOWS 7-8
NOTES TO FINANCIAL STATEMENTS 9-13
INDEPENDENT AUDITORS' REPORT
Board of Directors December 14, 1999
Bepariko BioCom
Las Vegas, Nevada
I have audited the accompanying Balance Sheets of Bepariko
Biocom (A Development Stage Company), as of September 30, 1999,
and the December 31, 1998, and December 31, 1997, and the
related statements of operations, stockholders' equity and cash
flows for the period January 1, 1999, to September 30, 1999, and
the year ended December 31, 1998, and the period April 2, 1997
(inception), to December 31, 1997. These financial statements
are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial
statements based on my audit.
I conducted my audit 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. I believe that my
audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Bepariko BioCom (A Development Stage Company), as of
September 30, 1999, December 31, 1998, and December 31, 1997,
and the results of its operations and cash flows for the for the
period January 1, 1999, to September 30, 1999, and the year
ended December 31, 1998, and the period April 2, 1997
(inception), to December 31, 1997, in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. As
discussed in Note #5 to the financial statements, the Company
has no established source of revenue. This raises substantial
doubt about its ability to continue as a going concern.
Management's plan in regard to these matters is described in
Note #5. These financial statements do not include any
adjustments that might result from the outcome of this
uncertainty.
/s/Barry L. Friedman
Barry L. Friedman
Certified Public Accountant
1582 Tulita Drive
Las Vegas, NV 89123
(702) 361-8414
Bepariko BioCom
(A Development Stage Company)
BALANCE SHEET
ASSETS
September December December
30, 1999 31, 1998 31, 1997
CURRENT ASSETS $ 0 $ 0 $ 0
TOTAL CURRENT ASSETS $ 0 $ 0 $ 0
OTHER ASSETS
Organization Costs (Net) $ 0 $ 98 $ 128
TOTAL OTHER ASSETS $ 0 $ 98 $ 128
TOTAL ASSETS $ 0 $ 98 $ 128
The accompanying notes are an integral part of these financial
statements
Bepariko BioCom
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
September December December
30, 1999 31, 1998 31, 1997
CURRENT LIABILITIES
Officers Advances (Note #5) $ 925 $ 0 $ 0
TOTAL CURRENT LIABILITIES $ 925 $ 0 $ 0
STOCKHOLDERS' EQUITY (Note #4)
Preferred Stock
Par Value $0.001
Authorized 10,000,000 shares
Issued and outstanding at
September 30, 1999 - None $ 0 $ 0 $ 0
Common stock
Par value $0.001
Authorized 100,000,000 shares
Issued and outstanding at
December 31, 1997 -
750,000 shares 750
December 31, 1998 - 750
750,000 shares
September 30, 1999 -
750,000 shares $ 750
Additional Paid-In Capital 17,324 17,324 17,324
Deficit accumulated during
Development stage -18,999 -17,976 -17,946
TOTAL STOCKHOLDERS' EQUITY $ -925 $ 98 $ 128
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 0 $ 98 $ 128
The accompanying notes are an integral part of these financial
statements
Bepariko BioCom
(A Development Stage Company)
STATEMENT OF OPERATIONS
3 Mos 3 Mos 9 Mos 9 Mos
Ended Ended Ended Ended
Sep. 30 Sep. 30 Sep. 30 Sep. 30
1999 1998 1999 1998
REVENUE $ 0 $ 0 $ 0 $ 0
EXPENSES
General, Selling and
Administrative $ 575 $ 0 $ 925 $ 0
Amortization 0 7 98 22
TOTAL EXPENSES $ 575 $ 7 $ 1,023 $ 22
NET PROFIT/LOSS (-) $ -575 $ -7 $ -1,023 $ -22
Net Profit/Loss(-)
per weighted share
(Note #2) $-.0008 $ NIL $ -.0014 $ NIL
Weighted average
Number of common
shares outstanding 750,000 750,000 750,000 750,000
The accompanying notes are an integral part of these financial
statements
Bepariko BioCom
(A Development Stage Company)
STATEMENT OF OPERATIONS
(CONTINUED)
Year Apr 2 1997 Apr 2 1997
Ended to (Inception)
Dec. 31 1998 Dec 31 1997 to
Sep 30 1999
REVENUE $ 0 $ 0 $ 0
EXPENSES
General, Selling and
Administrative $ 0 $ 17,924 $ 18,849
Amortization 30 22 150
TOTAL EXPENSES $ 30 $ 17,946 $ 18,999
NET PROFIT/LOSS (-) $ -30 $ -17,946 $ -18,999
Net Profit/Loss(-)
per weighted share
(Note #2) $ NIL $ -.0239 $ -0253
Weighted average
Number of common
shares outstanding 750,000 750,000 750,000
The accompanying notes are an integral part of these financial
statements
Bepariko BioCom
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Additional Accumu-
Common Stock paid-in lated
Shares Amount Capital Deficit
July 24, 1997
Issued for Cash 750,000 $ 750 $ 17,324 $ 0
Net loss
April 2, 1997 to
December 31, 1997 -17,946
Balance,
December 31, 1997 750,000 $ 750 $ 17,324 $-17,946
Net Loss Year Ended
December 31, 1998 -30
Balance,
December 31, 1998 750,000 750 17,324 -17,976
Net Loss
January 1, 1999 to
September 30, 1999 -1,023
Balance,
September 30, 1999 750,000 $ 750 $ 17,324 $-18,999
The accompanying notes are an integral part of these financial
statements
Bepariko BioCom
(A Development Stage Company)
STATEMENT OF CASH FLOWS
3 Mos 3 Mos 9 Mos 9 Mos
Ended Ended Ended Ended
Sep. 30 Sep. 30 Sep. 30 Sep. 30
1999 1998 1999 1998
Cash Flow from Operating
Activities Net Loss $ -575 $ 17 $ -1,023 $ -22
Adjustment to reconcile
Net loss to net cash
Provided by operating
Activities
Amortization +0 +7 +98 +22
Changes in Assets and
Liabilities
Organization Costs 0 0 0 0
Increase in Current
Liabilites
Officers Advances +575 0 +925 +0
Net cash used in
Operating Activities 0 0 0 0
Cash Flows from
Investing Activities 0 0 0 0
Cash Flows from
Financing Activities
Issuance of Common
Stock 0 0 0 0
Net increase (decrease)
In cash 0 0 0 0
Cash, beginning of
Period 0 0 0 0
Cash, end of period 0 0 0 0
The accompanying notes are an integral part of these financial
Statements.
Bepariko BioCom
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(CONTINUED)
Apr 2 1997
Year Ended Year Ended (Inception)
December 31 December 31 to Sept 30
1998 1997 1999
Cash Flows from
Operating Activities
Net Loss $ -30 $ -17,946 $ -18,999
Adjustment to
Reconcile net loss
To net cash provided by
Operating activites
Amortization +30 +22 +150
Changes in assets and
Liabilities
Organization Costs 0 -150 -150
Increase In Current
Liabilities
Officers Advances 0 0 +925
Net cash used in
Operating activities $ 0 $-18,074 $-18,074
Cash Flows from
Investing Activities 0 0 0
Cash Flows from
Financing Activities
Issuance of Common
Stock 0 +18,074 +18,074
Net Increase
(decrease) in cash $ 0 $ 0 $ +0
Cash,
Beginning of period 0 0 0
Cash, End of Period $ 0 $ 0 $ 0
The accompanying notes are an integral part of these financial
statements
Bepariko BioCom
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 1999, December 31, 1998, and December 31, 1997
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized April 2, 1997, under the laws of the
State of Nevada as Bepariko BioCom The Company currently has no
operations and in accordance with SFAS #7, is considered a
development company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the accrual method.
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 assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Cash and equivalents
The Company maintains a cash balance in a non-interest-bearing
bank that currently does not exceed federally insured limits.
For the purpose of the statements of cash flows, all highly
liquid investments with the maturity of three months or less are
considered to be cash equivalents. There are no cash equivalents
as of September 30, 1999.
Income Taxes
Income taxes are provided for using the liability method of
accounting in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS #109) "Accounting for Income Taxes". A
deferred tax asset or liability is recorded for all temporary
difference between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during the year of
deferred tax assets and liabilities.
Reporting on Costs of Start-up Activities
In April 1998, the American Institute of Certified Public
Accountants issued Statement of Position 98-5 ("SOP 98-5"),
"Reporting the Costs of Start-up Activities" which provides
guidance on the financial reporting of start-up costs and
organizational costs. It requires costs of start-up activities
and organization costs to be expensed as incurred. SOP 98-5 is
effective for fiscal years beginning after December 15, 1998,
with initial adoption reported as the cumulative effect of a
change in accounting principal.
Loss Per Share
Net loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128 (SFAS #128) "Earnings Per
Share". Basic loss per share is computed by dividing losses
available to common stockholders by the weighted average number
of common shares outstanding during the period. Diluted loss per
share reflects per share amounts that would have resulted if
dilative common stock equivalents had been converted to common
stock. As of September 30, 1999, the Company had no dilative
common stock equivalents such as stock options.
Year End
The Company has selected December 31st as its fiscal year-end.
Year 2000 Disclosure
Computer programs that have time sensitive software may
recognize a date using "00" as the year 1900 rather than the
year 2000. This could result in a system failure or
miscalculations causing disruption of normal business
activities.
The company's potential software suppliers have verified that
they will provide only certified "Year 2000" compatible software
for all of the company's computing requirements. Because the
company's products and services are sold to the general public
with no major customers, the company believes that the "Year
2000" issue will not pose significant operational problems and
will not materially affect future financial results.
NOTE 3 - INCOME TAXES
There is no provision for income taxes for the period ended
December 31, 1998, due to the net loss and no state income tax
in Nevada, the state of the Company's domicile and operations.
The Company's total deferred tax asset as of December 31, 1998,
is as follows:
Net operation loss carry forward $ 17,976
Valuation allowance $ 17,976
Net deferred tax asset $ 0
The federal net operating loss carry forward will expire in 2017
to 2018.
NOTE 4 - STOCKHOLDERS' EQUITY
Common Stock
The authorized common stock of the corporation consists of
100,000,000, shares with a par value $.001 per share.
Preferred Stock
The authorized preferred stock of the corporation consists of
10,000,000 shares with a par value of $0.001 per share.
On July 24, 1997, the Company issued 750,000 shares of its
$0.001 par value common stock in consideration of $18,074.00 in
cash to its directors.
NOTE 5 - 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. However, the
Company does not have significant cash or other material assets,
nor does it have an established source of revenues sufficient to
cover its operating costs and to allow it to continue as a going
concern. The stockholders/officers and or directors have
committed to advancing the operating costs of the Company
interest free.
NOTE 6 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal
property. An officer of the corporation provides office services
without charge. Such costs are immaterial to the financial
statements and accordingly, have not been reflected therein. The
officers and directors of the Company are involved in other
business activities and may in the future, become involved in
other business opportunities. If a specific business opportunity
becomes available, such persons may face a conflict in selecting
between the Company and their other business interests. The
Company has not formulated a policy for the resolution of such
conflicts.
NOTE 7 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any
additional share of common stock.
BARRY L. FRIEDMAN, P. C.
Certified Public Account
1582 TULITA DRIVE OFFICE (702) 361-8414
LAS VEGAS, NEVADA 89123 FAX NO.(702) 896-0278
To Whom It May Concern: December 14, 1999
The firm of Barry L. Friedman, P.C., Certified Public Accountant
consents to the inclusion of their report of November 19, 1999,
on the Financial Statements of Bepariko BioCom, as of September
30, 1999, in any filings that are necessary now or in the near
future with the U.S. Securities and Exchange Commission.
Very truly yours,
/S/ Barry L. Freidman
Barry L. Friedman
Certified Public Accountant
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Information on this item is set forth in Propsectus under the
heading "Disclosure of Commission Position on Indemnification
for Securities Act Liabilities."
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Information on this item is set forth in the Prospectus under
the heading "Use of Proceeds."
RECENT SALES OF UNREGISTERED SECURITIES
The officers, directors and affiliates of Bepariko BioCom have
purchased a total of 750,000 shares of the Company's common
stock. This was done in accordance Regulation S-B, Item 701
paragraphs a. through d.
On April 7, 1997 Leslie Eslick purchased from Bepariko 125,000
shares of common stock.
On April 7, 1997 Lewis Eslick purchased from Bepariko 125,000
shares of common stock.
On July 24, 1997 Kathryn Stiebel purchased from Bepariko 125,000
shares of common stock.
On July 24, 1997 Paul J.C. Eslick purchased from Bepariko 125,000
shares of common stock.
On July 24, 1997 Howard Stiebel purchased from Bepariko 125,000
shares of common stock.
On July 24, 1997 Sandra L. Duncan purchased from Bepariko 125,000
shares of common stock.
The securities were sold for cash by the president of Bepariko
without the use of an underwriter. No commissions were paid.
These securities were sold by Bepariko in reliance upon Rule
506 Section 4(2)of the Securities act of 1933.
EXHIBITS
The Exhibits required by Item 601 of Regulation S-B, and an
index thereto, are attached. Included in these Exhibits are the
articles of incorporation, by-laws, and documents granting
worldwide licensing patent rights to Bepariko BioCom. The legal
opinion of Shawn F. Hackman, Attorney at Law, corporate counsel
for Bepariko BioCom.
UNDERTAKINGS
The undersigned registrant hereby undertakes to:
(a) (1) File, during any period in which it offers or sells
securities, a post-effective amendment to this registration
statement to:
(i) Include any prospectus required by section 10(a)(3) of the
Securities Act.
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement; and Notwithstanding
the forgoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation From the
low or high end of the estimated maximum offering range may be
reflected in the form of prospects filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in the
volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration
statement.
(iii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement; and notwithstanding
the forgoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation From the
low or high end of the estimated maximum offering range may be
reflected in the form of prospects filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in the
volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration
statement.
(iv) Include any additional or changed material information on the
plan of distribution.
(2) For determining liability under the Securities Act, treat
each post-effective amendment as a new registration statement of
the securities offered, and the offering of the securities at
that time to be the initial bona fide offering.
(3) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.
(b) Provide to the underwriter at the closing specified in the
underwriting agreement certificates in such denominations and
registered in such names as required by the underwriter to
permit prompt delivery to each purchaser.
c Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to
directors, officers and controlling persons of the small
business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the small business issuer of expenses incurred or paid by a
director, officer or controlling person of the small business
issuer in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
small business issuer will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final
adjudication of such issue.
Index of Exhibits
Named Exhibit Exhibit No.
Articles of Incorporation Exhibit 1
By-laws of Bepariko BioCom Exhibit 2
Power of Attorney of Tino Di Pana Exhibit 3
Exclusive Worldwide Licensing Agreement for the
Right to use German Patent Number 43 22 445 Exhibit 4
The legal opinion of Shawn F. Hackman, Attorney at Law Exhibit 5
SIGNATURES
In accordance with the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
SB-2 and authorized this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorize, in the
City of Las Vegas, State of Nevada, on November 22, 1999.
BEPARIKO BIOCOM
By: /s/ Lewis M. Eslick
Lewis M. Eslick, President
Special Power of Attorney
The undersigned constitute and appoint Lewis M. Eslick their
true and lawful attorney-in-fact and agent with full power of
substitution, for him and in his name, place, and stead, in any
and all capacities, to sign any and all amendments, including
post-effective amendments, to this Form SB-2 Registration
Statement, and to file the same with all exhibits thereto, and
all documents in connection therewith, with the Securities and
Exchange Commission, granting such attorney-in-fact the full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that
such attorney-in-fact may lawfully do or cause to be done by
virtue hereof.
In accordance with the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities and on the dates stated:
Signature Title Date
/s/ Lewis M. Eslick President (Principal November 22, 1999
Executive Officer)
and Director
/s/ Paul Eslick Secretary and Director November 22, 1999
/s/ Patsy Harding Treasurer (Principal November 22, 1999
Financial and
Accounting Officer)
EXHIBIT 1
Articles Of Incorporation
Of
Bepariko BioCom
Know all men by these present that the undersigned have this day
voluntarily associated ourselves together for the purpose of
forming a corporation under and pursuant to the provisions of
Nevada Revised Statutes 78.010 to Nevada Revised Statues 78.090
inclusive as amended and state and certify that the articles of
incorporation are as follows:
First: Name
The name of the corporation is Bepariko BioCom, (The
"Corporation").
Second: Registered Office and Agent
The address of the registered office of the corporation in the
State Of Nevada is 6425 Meadow Country Drive, Reno, NV, and
County of Washoe. The name and address of the corporation's
Resident Agent in the State of Nevada is Leslie Eslick, at said
address, until such time as another agent is duly authorized and
appointed by the corporation.
Third: Purpose and Business
The purpose of the corporation is to engage in any lawful act or
activity for which corporations may now or hereafter be
organized under the Nevada Revised Statutes of the State of
Nevada, including, but not limited to the following:
The Corporation may at any time exercise such rights,
privileges, and powers, when not inconsistent with the purposes
and object for which this corporation is organized;
The Corporation shall have power to have succession by its
corporate name in perpetuity, or until dissolved and its affairs
wound up according to law;
The Corporation shall have power to sue and be sued in any court
of law or equity;
The Corporation shall have power to make contracts;
The Corporation shall have power to hold, purchase and convey
real and personal estate and to mortgage or lease any such real
and personal estate with its franchises. The power to hold real
and personal estate shall include the power to take the same by
devise or bequest in the State of Nevada, or in any other state,
territory or country;
The corporation shall have power to appoint such officers and
agents as the affairs of the Corporation shall requite and allow
them suitable compensation;
The Corporation shall have power to make bylaws not inconsistent
with the constitution or laws of the United States, or of the
State of Nevada,
for the management, regulation and government of its affairs and
property, the transfer of its stock, the transaction of its
business and the calling and holding of meetings of
stockholders;
The Corporation shall have the power to wind up and dissolve
itself, or be wound up or dissolved;
The Corporation shall have the power to adopt and use a common
seal or stamp, or to not use such seal or stamp and if one is
used, to alter the same. The use of a seal or stamp by the
corporation on any corporate documents is not necessary. The
Corporation may use a seal or stamp, if it desires, but such use
or non-use shall not in any way affect the legality of the
document;
The Corporation Shall have the power to borrow money and
contract debts when necessary for the transaction of its
business, or for the exercise of its corporate rights,
privileges or franchises, or for any other lawful purpose of its
incorporation; to issue bonds, promissory notes, bills of
exchange, debentures and other obligations and evidence of
indebtedness, payable at a specified time or times, or payable
upon the happening of a specified event or events, whether
secured by mortgage, pledge or otherwise, or unsecured, for
money borrowed, or in payment for property purchased, or
acquired, or for another lawful object;
The Corporation shall have the power to guarantee, purchase,
hold, sell, assign, transfer, mortgage, pledge or otherwise
dispose of the shares of the capital stock of, or any bonds,
securities or evidence in indebtedness created by any other
corporation or corporations in the State of Nevada, or any other
state or government and, while the owner of such stock, bonds,
securities or evidence of indebtedness, to exercise all the
rights, powers and privileges of ownership, including the right
to vote, if any;
The Corporation shall have the power to purchase, hold, sell and
transfer shares of its own capital stock and use therefor its
capital, capital surplus, surplus or other property or fund;
The Corporation shall have to conduct business, have one or more
offices and hold, purchase, mortgage and convey real and
personal property in the State of Nevada and in any of the
several states, territories, possessions and dependencies of the
United States, the District of Columbia and in any foreign
country;
The Corporation shall have the power to do all and everything
necessary and proper for the accomplishment of the objects
enumerated in its articles
of incorporation, or any amendments thereof, or necessary or
incidental to the protection and benefit of the Corporation and,
in general, to carry on any lawful business necessary or
incidental to the attainment of the purposes of the Corporation,
whether or not such business is similar in nature to the
purposes set forth in the articles of incorporation of the
Corporation, or any amendment thereof;
The Corporation shall have the power to make donations for the
public welfare or for charitable, scientific or educational
purposes;
The Corporation shall have the power to enter partnerships,
general or limited, or joint ventures, in connection with any
lawful activities.
Forth: Capital Stock
Classes and Number of Shares. The total number of shares of all
classes of stock, which the corporation shall have authority to
issue is One Hundred Ten Million (110,000,000), consisting of
One Hundred Million (100,000,000) shares of Common Stock, par
value of $0.001 per share (The "Common Stock") and Ten Million
(10,000,000) shares of Preferred Stock, which have a par value
of $0.001 per share (the "Preferred Stock").
Powers and Rights of Common Stock
Preemptive Right. No shareholders of the Corporation holding
common stock shall have any preemptive or other right to
subscribe for any additional un-issued or treasury shares of
stock or for other securities of any class, or for rights,
warrants or options to purchase stock, or for scrip, or for
securities of any kind convertible into stock or carrying stock
purchase warrants or privileges unless so authorized by the
Corporation;
Voting Rights and Powers. With respect to all matters upon which
stockholders are entitled to vote or to which stockholders are
entitled to give consent, the holders of the outstanding shares
of the Common Stock shall be entitled to cast thereon one (1)
vote in person or by proxy for each share of the Common Stock
standing in his/her name;
Dividends and Distributions
Cash Dividends. Subject to the rights of holders of Preferred
Stock, holders of Common Stock shall be entitled to receive such
cash dividends as may be declared thereon by the Board of
Directors from time to time out of assets of funds of the
Corporation legally available therefor;
Other Dividends and Distributions. The Board of Directors may
issue shares of the Common Stock in the form of a distribution
or distributions pursuant to a stock dividend or split-up of the
shares of the Common Stock;
Other Rights. Except as otherwise required by the Nevada Revised
Statutes and as may otherwise be provided in these Articles of
Incorporation, each share of the Common Stock shall have
identical powers, preferences and rights, including rights in
liquidation;
Preferred Stock The powers, preferences, rights, qualifications,
limitations and restrictions pertaining to the Preferred Stock,
or any series thereof, shall be such as may be fixed, from time
to time, by the Board of Directors in its sole discretion,
authority to do so being hereby expressly vested in such board.
Issuance of the Common Stock and the Preferred Stock. The Board
of Directors of the Corporation may from time to time authorize
by resolution the issuance of any or all shares of the Common
Stock and the Preferred Stock herein authorized in accordance
with the terms and conditions set forth in these Articles of
Incorporation for such purposes, in such amounts, to such
persons, corporations, or entities, for such consideration and
in the case of the Preferred Stock, in one or more series, all
as the Board of Directors in its discretion may determine and
without any vote or other action by the stockholders, except as
otherwise required by law. The Board of Directors, from time to
time, also may authorize, by resolution, options, warrants and
other rights convertible into Common or Preferred stock
(collectively "securities.") The securities must be issued for
such consideration, including cash, property, or services, as
the Board or Directors may deem appropriate, subject to the
requirement that the value of such consideration be no less than
the par value if the shares issued. Any shares issued for which
the consideration so fixed has been paid or delivered shall be
fully paid stock and the holder of such shares shall not be
liable for any further call or assessment or any other payment
thereon, provided that the actual value of such consideration is
not less that the par value of the shares so issued. The Board
of Directors may issue shares of the Common Stock in the form of
a distribution or distributions pursuant to a stock divided or
split-up of the shares of the Common Stock only to the then
holders of the outstanding shares of the Common Stock.
Cumulative Voting. Except as otherwise required by applicable
law, there shall be no cumulative voting on any matter brought
to a vote of stockholders of the Corporation.
Fifth: Adoption of Bylaws.
In the furtherance and not in limitation of the powers conferred
by statute and subject to Article Sixth hereof, the Board of
Directors is expressly authorized to adopt, repeal, rescind,
alter or amend in any respect the Bylaws of the Corporation (the
"Bylaws").
Sixth: Shareholder Amendment of Bylaws.
Notwithstanding Article Fifth hereof, the bylaws may also be
adopted, repealed, rescinded, altered or amended in any respect
by the stockholders of the Corporation, but only by the
affirmative vote of the holders of not less than seventy-five
percent (75%) of the voting power of all outstanding shares of
voting stock, regardless of class and voting together as a
single voting class.
Seventh: Board of Directors
The business and affairs of the Corporation shall be managed by
and under the direction of the Board of Directors. Except as may
otherwise be provided pursuant to Section 4 or Article Forth
hereof in connection with rights to elect additional directors
under specified circumstances, which may be granted to the
holders of any class or series of Preferred Stock, the exact
number of directors of the Corporation shall be determined from
time to time by a resolution of the Board of Directors. The
number of directors shall not be reduced to less than three (3)
if there are more than two shareholders. The director holding
office at the time of the filing of these Articles of
Incorporation shall continue as a director until the next annual
meeting and/or until his resignation or his successor is duly
chosen.
Eighth: Term of Board of Directors.
Except as otherwise required by applicable law, each director
shall serve for a term ending on the date of the third Annual
Meeting of Stockholders of the Corporation (the "Annual
Meeting") following the Annual Meeting at which such director
was elected. All directors shall have equal standing.
Not withstanding the foregoing provisions of this Article Eighth
each director shall serve until his successor is elected and
qualified or until his death, resignation or removal; no
decrease in the authorized number of directors shall shorten the
term of any incumbent director; and additional directors,
elected pursuant to Section 4 or Article Forth hereof in
connection with rights to elect such additional directors under
specified circumstances, which may be granted to the holders of
any class or series of Preferred Stock, shall not be included
in any class, but shall serve for such term or terms and
pursuant to such other provisions as are specified in the
resolution of the Board or Directors establishing such class or
series
Ninth: Vacancies on Board of Directors
Except as may otherwise be provided pursuant to Section 4 of
Article Forth hereof in connection with rights to elect
additional directors under specified circumstances, which may be
granted to the holders of any class or series of Preferred
Stock, newly created directorships resulting
from any increase in the number of directors, or any vacancies
on the Board of Directors resulting from death, resignation,
removal, or other causes, shall be filled solely by the quorum
of the Board of Directors. Any director elected in accordance
with the preceding sentence shall hold office for the remainder
of the full term of directors in which the new directorship was
created or the vacancy occurred and until such director's
successor shall have been elected and qualified or until such
director's death, resignation or removal, whichever first
occurs.
Tenth: Removal of Directors
Except as may otherwise be provided pursuant to Section 4 or
Article Fourth hereof in connection with rights to elect
additional directors under specified circumstances, which may be
granted to the holders of any class or series of Preferred
Stock, any director may be removed from office only for cause
and only by the affirmative vote of the holders of not less than
seventy-five percent (75%) of the voting power of all
outstanding shares of voting stock entitled to vote in
connection with the election of such director, provided,
however, that where such removal is approved by a majority of
the Directors, the affirmative vote of a majority of the voting
power of all outstanding shares of voting stock entitled to vote
in connection with the election of such director shall be
required for approval of such removal. Failure of an incumbent
director to be nominated to serve an additional term of office
shall not be deemed a removal from office requiring any
stockholder vote.
Eleventh: Stockholder Action
Any action required or permitted to be taken by the stockholders
of the Corporation must be effective at a duly called Annual
Meeting or at a special meeting of stockholders of the
Corporation, unless such action requiring or permitting
stockholder approval is approved by a majority of the Directors,
in which case such action may be authorized or taken by the
written consent of the holders of outstanding shares of Voting
Stock having not less than the minimum voting power that would
be necessary to authorize or take such action at a meeting of
stockholders at which all shares entitled to vote thereon were
present and voted, provided all other requirements of applicable
law these Articles have been satisfied.
Twelfth: Special Stockholder Meeting
Special meetings of the stockholders of the Corporation for any
purpose or purposes may be called at any time by a majority of
the Board of Directors or by the Chairman of the Board or the
President. Any other person or persons may not call special
meeting. Each special meeting shall be held at such date and
time as is requested by the person or persons calling the
meeting, within the limits fixed by law.
Thirteenth: Location of Stockholder Meetings.
Meetings of stockholders of the Corporation may be held within
or without the State of Nevada, as the Bylaws may provide. The
books of the Corporation may be kept (subject to any provision
of the Nevada Revised Statutes) outside the State of Nevada at
such place or places as may be designated from time to time by
the Board of Directors or in the Bylaws.
Fourteenth: Private Property of Stockholders.
The private property of the stockholders shall not be subject to
the payment of corporate debts to any extent whatever and the
stockholders shall not be personally liable for the payment of
the corporation's debts.
Fifteenth: Stockholder Appraisal Rights in Business Combinations.
To the maximum extent permissible under the Nevada Revised
Statutes of the State of Nevada, the stockholders of the
Corporation shall be entitled to the statutory appraisal rights
provided therein, with respect to any business Combination
involving the Corporation and any stockholder (or any affiliate
or associate of any stockholder), which required the affirmative
vote of the Corporation's stockholders.
Sixteenth: Other Amendments.
The Corporation reserves the right to adopt, repeal, rescind,
alter or amend in any respect any provision contained in these
Articles of Incorporation in the manner now or hereafter
prescribed by applicable law and all rights conferred on
stockholders herein granted subject to this reservation.
Seventeenth: Term of Existence.
The Corporation is to have perpetual existence.
Eighteenth: Liability of Directors.
No director of this Corporation shall have personal liability to
the Corporation or any of its stockholders for monetary damages
for breach of fiduciary duty as a director or officers involving
any act or omission of any such director or officer. The
foregoing provision shall not eliminate or limit the liability
of a director (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or, which involve intentional
misconduct or a knowing violation of law, (iii) under applicable
Sections of the Nevada Revised Statutes, (iv) the payment of
dividends in violation of Section 78.300 of the Nevada Revised
Statutes or, (v) for any transaction from which the director
derived an improper personal benefit. Any repeal or modification
of this Article by the stockholders of the Corporation shall be
prospective only and shall not adversely affect any limitation
on the personal liability of a director or officer of the
Corporation for acts or omissions prior to such repeal or
modification.
Nineteenth: Name and Address of first Director and Incorporator
The name and address of the Incorporator of the Corporation and
the first Director of the Board of Directors of the Corporation
which shall be one (1) in number. The Board of Directors may
from time to time increase the number of directors by Board
resolution. At no time shall the director's number less than
three if there are more than two shareholders. The name and
address of the Incorporator is as follows:
/s/Leslie B. Eslick
6425 Meadow Country Drive
Reno, Nevada 89509
I, Leslie Eslick, being the first director and Incorporator
herein before named, for the purpose of forming a corporation
pursuant to the Nevada Revised Statutes of the State of Nevada,
do make these Articles, hereby declaring and certifying that
this is my act and deed and the facts herein stated are true and
accordingly have hereunto set my hand this 31st day of March,
1997.
By: /s/Leslie B. Eslick
Leslie Eslick
Verification
State Of Nevada }
}SS
County Of Clark }
On this 31st day of March 1997, before me, the undersigned,
a Notary Public in and for said State, personally appeared
Leslie Eslick personally known to me (or proved to me on the
basis of satisfactory evidence) to be the person who subscribed
his name to the Articles of Incorporation and acknowledged to me
that he executed the same freely and voluntarily and for the use
and purposes therein mentioned.
By: /s/Bridget Richards
Notary
Notary Public in and for said
County and State
(Notary Sealed)
EXHIBIT 2
By laws
of
Bepariko BioCom
Nevada Registration Number C-7097-1997
(the "Corporation")
Article I
Office
The Board of Directors shall designate and the Corporation shall
maintain a principal office. The location of the principal
office may be changed by the Board of Directors. The Corporation
also may have offices in such other places as the Board may from
time to time designate. The location of the initial principal
office of the Corporation shall be designated by resolution.
Article II
Shareholders Meetings
1. Annual Meetings
The annual meeting of the shareholders of the Corporation shall
be held at such place within or without the State of Nevada as
shall be set forth in compliance with these Bylaws. The meeting
shall be held in the first Week of December each year, or such
other date as the Shareholders may designate form time to time.
If such day is a legal holiday, the meeting shall be on the next
business day. This meeting shall be for the election of
Directors and for the transaction of such other business as may
properly come before it.
2. Special Meetings
Special meetings of shareholders, other than those regulated by
statute, may be called by the President upon written request of
the holders of 50% or more of the outstanding shares entitled to
vote at such special meeting. Written notice of such meeting
stating the place, the date and hour of the meeting, the purpose
or purposes for which it is called, and the name of the person
by whom or at whose direction the meeting is called shall be
given.
3. Notice of Shareholders Meeting
The Secretary shall give written notice stating the place, day,
and hour of the meeting, and in the case of a special meeting,
the purpose or purposes for which the meeting is called, which
shall be delivered not less than ten or more than fifty days
before the date of the meeting, either personally or by mail to
each shareholder of record entitled to vote at such meeting.
If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the
shareholder at his address as it appears on the books of the
Corporation, with postage thereon prepaid. Attendance at the
meeting shall constitute a waiver of notice thereof.
4. Place of Meeting
The Board of Directors may designate any place, either within or
without the State of Nevada, as the place of meeting for any
annual meeting or for any special meeting called by the Board of
Directors. A waiver of notice signed by all shareholders
entitled to vote at a meeting may designate any place, either
within or without the State of Nevada, as the place for the
holding of such meeting. If no designation is made, or if a
special meeting is otherwise called, the place of meeting shall
be the principal office of the Corporation.
5. Record Date
The Board of Directors may fix a date not less than ten nor more
than fifty days prior to any meeting as the record date for the
purpose of determining shareholders entitled to notice of and to
vote at such meetings of the shareholders. The transfer books
may be closed by the Board of Directors for a stated period not
to exceed fifty days for the purpose of determining shareholders
entitled to receive payment of and dividend, or in order to make
a determination of shareholders for any other purpose.
6.Quorum
A majority of the outstanding shares of the Corporation entitled
to vote, represented in person or by proxy, shall constitute a
quorum at a meeting of shareholders. If less than a majority of
the outstanding shares are represented at a meeting, a majority
of the shares so represented may adjourn the meeting from time
to time without further notice. At a meeting resumed after any
such adjournment at which a quorum shall be present or
represented any business may be transacted, which might have
been transacted at the meeting as originally, noticed.
7.Voting
A holder of outstanding shares, entitled to vote at a meeting,
may vote at such meeting in person or by proxy. Except as may
otherwise be provided in the currently filed Articles of
Incorporation, every shareholder shall be entitled to one vote
for each share standing in his name on the record of
shareholders. Except as herein or in the currently filed
Articles of Incorporation otherwise provided, all corporate
action shall be determined by a majority of the votes cast at a
meeting of shareholders by the holders of shares entitled to
vote thereon.
8.Proxies
At all meeting of shareholders, a shareholder may vote in person
or by proxy executed in writing by the shareholder or by his
duly authorized attorney-in-fact. Such proxy shall be filed with
the Secretary of the Corporation before or at the time of the
meeting. No proxy shall be valid after six months from the date
of it's execution.
9. Informal Action by Shareholders
Any action required to be taken at a meeting of the
shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by a
majority of the shareholders entitled to vote with respect to
the subject matter thereof.
Article III
Board Of Directors
1. General Powers
The business and affairs of the Corporation shall be managed by
it's Board of Directors. The Board if Directors may adopt such
rules and regulations for the conduct of their meetings and the
management of the Corporation as they appropriate under the
circumstances. The Board shall have authority to authorize
changes in the Corporation's capital structure.
2. Number, Tenure and Qualification
The number of Directors of the Corporation shall be a number
between one and five, as the Directors may by resolution
determine from time to time. Each of the Directors shall hold
office until the next annual meeting of shareholders and until
his successor shall have been elected and qualified.
3. Regular Meetings
A regular meeting of the Board of Directors shall be held
without other notice than by this Bylaw, immediately after and,
at the same place as the annual meeting of shareholders. The
Board of Directors may provide, by resolution, the time and
place for the holding of additional regular meetings without
other notice than this resolution.
4. Special Meetings
Special meetings of the Board of Directors may be called by
order of the Chairman of the Board or the President. The
Secretary shall give notice of the time, place and purpose or
purposes of each special meeting by mailing the same at least
two days before the meeting or by telephone, telegraphing or
facsimile the same at least one day before the meeting to each
Director. Meeting of the Board of Directors may be held by
telephone conference call.
5. Quorum
A majority of the members of the Board of Directors shall
constitute a quorum for the transaction of business, but less
than a quorum may adjourn any meeting from time to time until a
quorum shall be present, whereupon the meeting may be held, as
adjourned, without further notice. At any meeting at which every
Director shall be present, even though without any formal notice
any business may be transacted.
6. Manner of Acting
At all meetings of the Board of Directors, each Director shall
have one vote. The act of a majority of Directors present at a
meeting shall be the act of the full Board of Directors,
provided that a quorum is present.
7. Vacancies
A vacancy in the Board of Directors shall be deemed to exist in
the case of death, resignation, or removal of any Director, or
if the authorized number of Directors is increased, or if the
shareholders fail, at any meeting of the shareholders, at which
any Director is to be elected, to elect the full authorized
number of Directors to be elected at that meeting.
8. Removals
Directors may be removed, at any time, by a vote of the
shareholders holding a majority of the shares outstanding and
entitled to vote. Such vacancy shall be filled by the Directors
entitled to vote. Such vacancy shall be filled by the Directors
then in office, though less than a quorum, to hold office until
the next annual meeting or until his successor is duly elected
and qualified, except that any directorship to be filled by
election by the shareholders at the meeting at which the
Director is removed. No reduction of the authorized number of
Directors shall have the effect of removing any Director prior
to the expiration of his term of office.
9. Resignation
A director may resign at any time by delivering written
notification thereof to the President or Secretary of the
Corporation. A resignation shall become effective upon it's
acceptance by the Board of Directors; provided, however, that if
the Board of Directors has not acted thereon within ten days
from the date of it's delivery, the resignation shall be deemed
accepted.
10. Presumption of Assent
A Director of the Corporation who is present at a meeting of the
Board of Directors at which action on any corporate matter is
taken shall be presumed to have assented to the action(s) taken
unless his dissent shall be placed in the minutes of the meeting
or unless he shall file his written dissent to such action with
the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered
mail to the secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not
apply to a Director who voted in favor of such action.
11. Compensation
By resolution of the Board of Directors, the Directors may be
paid their expenses, if any, of attendance at each meeting of
the Board of Directors or a stated salary as Director. No such
payment shall preclude any Director from serving the Corporation
in any other capacity and receiving compensation therefor.
12. Emergency Power
When, due to a national disaster or death, a majority of the
Directors are incapacitated or otherwise unable to attend the
meetings and function as Directors, the remaining members of the
Board of Directors shall have all the powers necessary to
function as a complete Board, and for the purpose of doing
business and filling vacancies shall constitute a quorum, until
such time as all Directors can attend or vacancies can be filled
pursuant to these Bylaws.
13. Chairman
The Board of Directors may elect from it's own number a Chairman
of the Board, who shall preside at all meetings of the Board of
Directors, and shall perform such other duties as may be
prescribed from time to time by the Board of Directors. The
Chairman may by appointment fill any vacancies on the Board of
Directors.
Article IV
Officers
1. Number
The officers of the Corporation shall be a President, one or
more Vice Presidents, and a Secretary Treasurer, each of whom
shall be elected by a majority of the Board of Directors. Such
other Officers and assistant Officers as may be deemed necessary
may be elected or appointed by the Board of Directors. In it's
discretion, the Board of Directors may leave unfilled for any
such period as it may determine any office except those of
President and Secretary. Any two or more offices may be held by
the same person. Officers may or may not be Directors or
shareholders of the Corporation.
2. Election and Term of Office
The Officers of the Corporation to be elected by the Board of
Directors shall be elected annually by the Board of Directors at
the first meeting of the Board of Directors held after each
annual meeting of the shareholders. If the election of Officers
shall not be held at such meeting, such election shall be held
as soon thereafter as convenient. Each Officer shall hold office
until his successor shall have been duly elected and shall have
qualified or until his death or until he shall resign or shall
have been removed in the manner hereinafter provided.
3. Resignations
Any Officer may resign at any time by delivering a written
resignation either to the President or to the Secretary. Unless
otherwise specified therein, such resignation shall take effect
upon delivery.
4. Removal
Any Officer or agent may be removed by the Board of Directors
whenever in it's judgment the best interests Corporation will be
served thereby, but such removal shall be without prejudice to
the contract rights, if any, of the person so removed. Election
or appointment of an Officer or agent shall not of itself create
contract rights. Any such removal shall require a majority vote
of the Board of Directors, exclusive of the Officer in question
if he is also a Director.
5. Vacancies
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, or is a new office shall be
created, may be filled by the Board of Directors for the un-
expired portion of the term.
6. President
The president shall be the chief executive and administrative
Officer of the Corporation. He shall preside at all meetings of
the stockholders and, in the absence of the Chairman of the
Board, at meetings of the Board of Directors. He shall exercise
such duties as customarily pertain to the office of President
and shall have general and active supervision over the property,
business, and affairs of the Corporation and over it's several
Officers, agents, or employees other than those appointed by the
Board of Directors. He may sign, execute and deliver in the name
of the Corporation powers of attorney, contracts, bonds and
other obligations, and shall perform such other duties as may be
prescribed from time to time by the Board of Directors or by the
Bylaws.
7. Vice President
The Vice President shall have such powers and perform such
duties as may be assigned to him by the Board of Directors or
the President. In the absence or disability of the President,
the Vice President designated by the Board or the President
shall perform the duties and exercise the powers of the
President. A Vice President may sign and execute contracts any
other obligations pertaining to the regular course of his
duties.
8. Secretary
The Secretary shall keep the minutes of all meetings of the
stockholders and of the Board of Directors and, to the extent
ordered by the Board of Directors or the President, the minutes
of meeting of all committees. He shall cause notice to be given
of meetings of stockholders, of the Board of Directors, and of
any committee appointed by the Board. He shall have custody of
the corporate seal and general charge of the records, documents
and papers of the Corporation not pertaining to the performance
of the duties vested in other Officers, which shall at all
reasonable times be open to the examination of any Directors. He
may sign or execute contracts with the President or a Vice
President thereunto authorized in the name of the Corporation
and affix the seal of the Corporation thereto. He shall perform
such other duties as may be prescribed from time to time by the
Board of Directors or by the Bylaws.
9. Treasurer
The Treasurer shall have general custody of the collection and
disbursement of funds of the Corporation. He shall endorse on
behalf of the Corporation for collection check, notes and other
obligations, and shall deposit the same to the credit of the
Corporation in such bank or banks or depositories as the Board
of Directors may designate. He may sign, with the President or
such other persons as may be designated for the purpose of the
Board of Directors, all bills of exchange or promissory notes of
the Corporation. He shall enter or cause to be entered regularly
in the books of the Corporation full and accurate account of all
monies received and paid by him on account of the Corporation;
shall at all reasonable times exhibit his books and accounts to
any Director of the Corporation upon application at the office
of the Corporation during business hours; and, whenever required
by the Board of Directors or the President, shall render a
statement of his accounts. He shall perform such other duties as
may be prescribed from time to time by the Board of Directors or
by the Bylaws.
10. Other Officers
Other Officers shall perform such duties and shall have such
powers as may be assigned to them by the Board of Directors.
11. Salaries
Salaries or other compensation of the Officers of the
Corporation shall be fixed from time to time by the Board of
Directors, except that the Board of Directors may delegate to
any person or group of persons the power to fix the salaries or
other compensation of any subordinate Officers or agents. No
Officer shall be prevented from receiving any such salary or
compensation by reason of the fact the he is also a Director of
the Corporation
12. Surety Bonds
In case the Board of Directors shall so require, any Officer or
agent of the Corporation shall execute to the Corporation a bond
in such sums and with such surety or sureties as the Board of
Directors may direct, conditioned upon the faithful performance
of his duties to the Corporation, including responsibility for
negligence and for the accounting for all property, monies or
securities of the Corporation, which may come into his hands.
Article V
Contracts, Loans, Checks and Deposits
1. Contracts
The Board of Directors may authorize any Officer or Officers,
agent or agents, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the
Corporation and such authority may be general or confined to
specific instances.
2. Loans
No loan or advance shall be contracted on behalf of the
Corporation, no negotiable paper or other evidence of it's
obligation under any loan or advance shall be issued in it's
name, and no property of the Corporation shall be mortgaged,
pledged, hypothecated or transferred as security for the payment
of any loan, advance, indebtedness or liability of the
Corporation unless and except as authorized by the Board of
Directors. Any such authorization may be general or confined to
specific instances.
3. Deposits
All funds of the Corporation not otherwise employed shall be
deposited from time to time to the credit of the Corporation in
such banks, trust companies or other depositories as the Board
of Directors may select, or as may be selected by an Officer or
agent of the Corporation authorized to do so by the Board of
Directors.
4. Checks and Drafts
All notes, drafts, acceptances, checks, endorsements and
evidence of indebtedness of the Corporation shall be signed by
such Officer or Officers or such agent or agents of the
Corporation and in such manner as the Board of Directors from
timer to time may determine. Endorsements for deposits to the
credit of the Corporation in any of it's duly authorized
depositories shall be made in such manner as the Board of
Directors may from time to time determine.
5. Bonds and Debentures
Every bond or debenture issued by the Corporation shall be in
the form of an appropriate legal writing, which shall be signed
by the President or Vice President and by the Treasurer or by
the Secretary, and sealed with the seal of the Corporation. The
seal may be facsimile, engraved or printed. Where such bond or
debenture is authenticated with the manual signature of an
authorized Officer of the Corporation or other trustee
designated by the indenture of trust or other agreement under
which such security is issued, the signature of any of the
Corporation's Officers named thereon may be facsimile. In case
any Officer who signed, or whose facsimile signature has been
used on any such bond or debenture, shall cease to be an Officer
of the Corporation for any reason before the same has been
delivered by the Corporation, such bond or debenture may
nevertheless by adopted by the Corporation and issued and
delivered as though the person who signed it or whose facsimile
signature has been used thereon had not ceased to be such
Officer.
Article VI
Capital Stock
1. Certificate of Share
The shares of the Corporation shall be represented by
certificates prepared by the Board of Directors and signed by
the President. The signatures of such Officers upon a
certificate may be facsimiles if the certificate is
countersigned by a transfer agent or registered by a registrar
other than the Corporation itself or one of it's employees. All
certificates for shares shall be consecutively numbered or
otherwise identified. The name and address of the person to whom
the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the stock transfer
books of the Corporation. All certificates surrendered to the
Corporation for transfer shall be canceled except that in case
of a lost, destroyed or mutilated certificate, a new one may be
issued therefor upon such terms and indemnity to the Corporation
as the Board of Directors may prescribe.
2. Transfer of Shares
Transfer of shares of the Corporation shall be made only on the
stock transfer books of the Corporation by the holder of record
thereof or by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the
Secretary of the Corporation, and on surrender for cancellation
of the certificate for such shares. The person in whose name
shares stand on the books of the Corporation shall be deemed by
the Corporation to be the owner thereof for all purposes.
3. Transfer Agent and Registrar
The Board of Directors of the Corporation shall have the power
to appoint one or more transfer agents and registrars for the
transfer and registration of certificates of stock of any class,
and may require that stock certificates shall be countersigned
and registered by one or more of such transfer agents and
registrars.
4. Lost or Destroyed Certificates
The Corporation may issue a new certificate to replace any
certificate theretofore issued by it alleged to have been lost
or destroyed. The Board of Directors may require the owner of
such a certificate or his legal representative to give the
Corporation a bond in such sum and with such sureties as the
Board of Directors may direct to indemnify the Corporation as
transfer agents and registrars, if any, against claims that may
be made on account of the issuance of such new certificates. A
new certificate may be issued without requiring any bond.
5. Registered Shareholders
The Corporation shall be entitled to treat the holder of record
of any share or shares of stock as the holder thereof, in fact,
and shall not be bound to recognize any equitable or other claim
to or on behalf of this Corporation to any and all of the rights
and powers incident to the ownership of such stock at any such
meeting, and shall have power and authority to execute and
deliver proxies and consents on behalf of this Corporation in
connection with the exercise by this Corporation of the rights
and powers incident to the ownership of such stock. The Board of
Directors, from time to time, may confer like powers upon any
other person or persons.
Article VII
Indemnification
No Officer or Director shall be personally liable for any
obligations of the Corporation or for any duties or obligations
arising out of any acts or conduct of said Officer or Director
performed for or on behalf of the Corporation. The Corporation
shall and does hereby indemnify and hold harmless each person
and his heirs and administrators who shall serve at any time
hereafter as a Director or Officer of the Corporation from and
against any and all claims, judgments and liabilities to which
such persons shall become subject by reason of his having
heretofore or hereafter been a Director or Officer of the
Corporation, or by reason of any action alleged to have
heretofore or hereafter taken or omitted to have been taken by
him as such Director or Officer, and shall reimburse each such
person for all legal and other expenses reasonably incurred by
him in connection with any such claim or liability, including
power to defend such persons from all suits or claims as
provided for under the provisions of the Nevada Revised
Statutes; provided, however, that no such persons shall be
indemnified against, or be reimbursed for, any expense incurred
in connection with any claim or liability arising out of his own
negligence or willful misconduct. The rights accruing to any
person under the foregoing provisions of this section shall not
exclude any other right to which he may lawfully be entitled,
nor shall anything herein contained restrict the right of the
Corporation to indemnify or reimburse such person in any proper
case, even though not specifically herein provided for. The
Corporation, it's Directors, Officers, employees and agents
shall be fully protected in taking any action or making any
payment, or in refusing so to do in reliance upon the advice of
counsel.
Article VIII
Notice
Whenever any notice is required to be given to any shareholder
or Director of the Corporation under the provisions of the
Articles of Incorporation, or under the provisions of the Nevada
Statutes, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of
such notice. Attendance at any meeting shall constitute a waiver
of notice of such meetings, except where attendance is for the
express purpose of objecting to the holding of that meeting.
Article IX
Amendments
These Bylaws may be altered, amended, repealed, or new Bylaws
adopted by a majority of the entire Board of Directors at any
regular or special meeting. Any Bylaw adopted by the Board may
be repealed or changed by the action of the shareholders.
Article X
Fiscal Year
The fiscal year of the Corporation shall be fixed and may be
varied by resolution of the Board of Directors.
Article XI
Dividends
The Board of Directors may at any regular or special meeting, as
they deem advisable, declare dividends payable out of the
surplus of the Corporation.
Article XII
Corporate Seal
The seal of the Corporation shall be in the form of a
circle and shall bear the name of the Corporation and the year
of incorporation per sample affixed hereto.
Monday, April 7, 1997
Bepariko BioCom
By:/s/Lewis Eslick, President and Chairman
EXHIBIT 3
Power of Attorney of Tino Di Pana
BEPARIKO
Paientverwertungs Gesellschaft (Gbr)
Alfons Behnke
Fingerabdruck Sch1usselsystem Mitglied der Geschaftsleitung
Ihre Personlichkeit (Entwicklung und Technik)
Weitweit Sicherheit
Georg - Schudt Str. 3
61350 Bad Homburg v.d.Hohe
TELEFON: 06172-37819
FAX: 06172:37283
Ihre Zeichen/ihre Nachricht vom Unsere Zeichen/Unsere Nachricht vom
telefon
Betreff: GENERAL POWER OF ATTORNEY
Hereby the signatory Alfons Behnke,
patent-holder and main shareholder of
BEPARICO BioCom Germany is granting
Mr. Tino Di Pane
General Power OF Attorney which entitles him
to negotiate take decisions any possible agreements
on behalf of BEPARICO BioCom Germany.
This includes all decisions and activities regarding
BEPARICO BioCom USA.
Signature
Alfons Behnke
s/Alfons Behnke
Director of BEPARICO BioCom
Amtsgericht In das Handelsregister Bad Homburg v.d.Hohe
Original On File
EXHIBIT 4
Exclusive Worldwide Licensing Agreement for the right to use
German Patent Number 43 22 445
BEPARIKO BioCom
Paientverwertungs Gesellschaft (Gbr)
Tino Di Pane
Fingerabdruck Sch1usselsystem Mitglied der GeschafisIeitung
Ihre Personlichkeit (Entwicklung und Technik)
Weitweit Sicherheit Friedrich- Rolle Str. 11
61350 Bad Homburg v.d.Hohe
TELEFON: 06172-306215
MOBIEL: 0172-6922199
FAX: 06172:37283
Ihre Zeichen/ihre Nachricht vom Unsere Zeichen/Unsere Nachricht vom
telefon
BE 31.03.1997
Betreff:
This authorization is granted from Bepariko BioCom GbR to
Bepariko BioCom, a Nevada Corporation, for the unrestricted and
Exclusive Right to Use of all those rights and privileges
granted within the Patent Nr. 43 22 445 given by the
Bundesrepublik Deutschland to Bepariko BioCom GbR.
This authorization is to be considered a Licensing Agreement as
well as the unrestricted and Exclusive Right to Use of all those
rights and privileges granted within the Patent Nr. 43 22 445
given by the Bundesrepublik Deutschland to Bepariko BioCom GbR.
Further, this Licensing Agreement and Exclusive Right to Use is
existing to perpetuity.
This authorization also extends to any modification, alteration
and/or any new patent being granted to Bepariko BioCom GbR or
any successor or survivor thereof.
America.
/s/Tino Di Pane /s/Dorthee Montgomery
Tino Di Pane Dorthee Montgomery
Attorney in Fact and Shareholder Witness
State Of Nevada }
}SS
County Of Clark }
On this 11th day of April 1997, before me, the undersigned, a
Notary Public in and for said State, personally appeared Tino Di
Pana & Dorthee Montgomery personally known to me (or proved to
me on the basis of satisfactory evidence) to be the person who
described his name to the foregoing document and acknowledged to
me that he executed the same freely and voluntarily and for the
use and purpose therein mentioned.
By: /s/G. A. Nobil
Notary Public in and for said County and State
Notary Sealed
Original on file My Appointment expires Sept. 11, 1998
EXHIBIT 5
Shawn F. Hackman
A Professional Corporation
Shawn Hackman, Esq. 3360 West Sahara
Brian F. Faulkner, Esq.* Suite 200
Admitted California Only Las Vegas, NV 89102
Richard A. Prato, Esq. Office (702) 732-2253
David H. Jarvis, Esq.* Fax (702) 732-7516
Admitted Michigan Only
November 17, 1999
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Bepariko Biocom. - Form SB-2
Dear Sir/Madam:
We have acted as counsel to Mirex, Inc., a Nevada corporation
("Company "), in connection with its Registration Statement on
Form SB-2 relating to the registration of 5,000,000 shares of its
common stock ("Shares"), $0.001 par value per Share, at a maximum
offering price of $0.004 per Share.
In our representation we have examined such documents,
corporate records, and other instruments as we have deemed
necessary or appropriate for purposes of this opinion,
including, but not limited to, the Articles of Incorporation and
Bylaws of the Company.
Based upon the foregoing, it is our opinion that the
Company is duly organized and validly existing as a corporation
under the laws of the State of Nevada, and that the
Shares, when issued and sold, will be validly issued, fully
paid, and non-assessable.
We hereby consent to the use of this opinion as an exhibit
to Statement.
Sincerely,
/s/Shawn F. Hackman
Shawn F. Hackman, Esq.
