SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS
Under Section 12(b) or 12(g) of
The Securities Exchange Act of 1934
Bepariko BioCom
(Exact name of registrant in its charter)
Nevada 88-0426887
(State or Other Jurisdiction of (IRS Employer
ofIncorporation or Organization Identification
No.)
8452 Boseck Street, Number 272 89145
Las Vegas, NV (Zip Code)
(Address of principal executive offices)
(702) 228-4688
(Issuer's Telephone Number, Including Area Code)
Securities to be registered under Section 12(b) of
the Act:
Title of each class Name of Each Exchange on which
to be so registered each class is to be registered
None None
Securities to be registered pursuant to section
12(g) of the Act:
Common Stock, par value $.001
(Title of Class)
Item 1. Description of Business
Background
BEPARIKO BIOCOM (the "Company") is a Nevada
corporation formed on April 2, 1997. The Company's
offices are located at 8452 Boseck Drive, Unit 272,
Las Vegas, Nevada 89145; (702) 228-4688. The
Company operates on the calendar fiscal year.
Currently, the Company has only the principals as
employees, and they will be the only employees for
the foreseeable future.
Bepariko BioCom acquired an exclusive license for
the use of a Patented system of Multi-fingerprint
Recognition systems. The Patent was initially
registered with the Federal Republic of Germany
under patent number 43 22 445, and the patent was
granted on June 7, 1993. Following the granting of
the patent in Germany, the Patent was registered
filed for and granted throughout the Nations of the
European Economic Community. This was followed by
the registration of the Patent in the United States
of America and every industrialized Nation of the
world.
This is a business that was organized to be an
International Corporation; a business to be owned by
the public at large and operated in accordance with
the directives of the Board of Directors.
Bepariko's management is committed to continually
maintain, develop, and enhance its security systems
to meet the changing processing needs of the
industry. In developing its service products,
Bepariko will be stressing responsiveness to the
needs of its clients through client contact and
customer service.
Bepariko's Multi-fingerprint access coded systems
provide absolute security in these and many other
applications. Bepariko provides an economical high
quality business solution to lowering costs,
preventing fraudulent uses and providing absolute
security. Building of new database systems is not
required for these applications. However,
cooperation, equanimity, and the conviction that
Bepariko's Multi-fingerprint access codes will lower
and then contain loses in these fields through theft
and fraud. The focus must be on reforming the
identification systems for the users.
To best impact the markets and achieve the goal of
lowering costs due to loses from fraud and theft it
was determined early on that providers needed
immediate relief from these financial burdens. It
is therefore imperative to personalize the user card
within a safe security system that eliminates the
possibility of human error. Therefore, that system
must identify the user by connecting the card to a
database system that identifies the User card owner.
The primary activity of the Company currently
involves seeking joint venture, merger or
acquisition candidates with whom it can either merge
or acquire. The Company has not selected any company
as a joint venture, acquisition or merger and does
not intend to limit potential joint venture, merger
or acquisition to any particular field or industry.
The Company does retain the right to limit a joint
venture, merger or acquisition candidate, if it so
chooses, to a particular field or industry. The
Company's plans are in the conceptual stage only.
The executive offices of the Company are located at
8452 Boseck Drive, Suite 272, Las Vegas Nevada
89128. Its telephone number is (702) 228-4688.
Plan of Operation - General
The Company's plan is to seek, investigate and, if
such investigation warrants, acquire an interest in
one or more business opportunities presented to it
by persons or firms who or which desire to seek the
perceived advantages of a publicly held corporation.
At this time, the Company has no plan, proposal,
agreement, understanding or arrangement to acquire
or merge with any specific business or company, and
the Company has not identified any specific business
or company for investigation and evaluation. No
member of Management or promoter of the Company has
had any material discussions with any other company
with respect to any acquisition of that company.
The Company will not restrict its search to any
specific business, industry or geographical
location, and the Company may participate in a
business venture of virtually any kind or nature.
The discussion of the proposed business under this
caption and throughout this Registration Statement
is purposefully general and is not meant to be
restrictive of the Company's virtually unlimited
discretion to search for and enter into potential
business opportunities.
The Company's potential success is heavily dependent
on the Company's management, which will have
virtually unlimited discretion in searching for and
entering into a business opportunity. None of the
officers and directors of the Company has had any
experience in the proposed business of the Company.
Management anticipates that it will only participate
in one potential business venture. This lack of
diversification should be considered a substantial
risk in investing in the Company because it will not
permit the Company to offset potential losses from
one venture against gains from another.
The Company may seek a business opportunity with a
firm, which only recently commenced operations, or a
developing company in need of additional funds for
expansion into new products or markets. The Company
may seek to develop a new product or service, or
acquire an established business which may be
experiencing financial or operating difficulties and
is in the need for additional capital which is
perceived to be easier to raise by a public company.
In some instances, a business opportunity may
involve the acquisition or merger with a corporation
which does not need substantial additional cash but
which desires to establish a public trading market
for its common stock.
The Company may purchase assets and establish wholly
owned subsidiaries in various business or purchase
an existing businesses as subsidiaries.
The Company anticipates that the selection of a
business opportunity in which to participate will be
complex and extremely risky. Because of general
economic conditions, rapid technological advances
being made in some industries, and shortages of
available capital, management believes that there
are numerous firms seeking the benefits of a
publicly traded corporation. Such perceived
benefits of a publicly traded corporation may
include facilitating or improving the terms on which
additional equity financing may be sought, providing
liquidity for the principals of a business, creating
a means for providing incentive stock options or
similar benefits to key employees, providing
liquidity (subject to restrictions of applicable
statutes) for all shareholders, and other factors.
Potentially available business opportunities may
occur in many different industries and at various
stages of development, all of which will make the
task of comparative investigation and analysis of
such business opportunities extremely difficult and
complex.
As is customary in the industry, the Company may pay
a finder's fee for locating an acquisition prospect.
If any such fee is paid, it will be approved by the
Company's Board of Directors and will be in
accordance with the industry standards. Such fees
are customarily between 1% and 5% of the size of the
transaction, based upon a sliding scale of the
amount involved. Such fees are typically in the
range of 5% on a $1,000,000 transaction ratably down
to 1% in a $4,000,000 transaction. Management has
adopted a policy that such a finder's fee or real
estate brokerage fee could, in certain
circumstances, be paid to any employee, officer,
director or 5% shareholder of the Company, if such
person plays a material role in bringing a
transaction to the Company.
As part of any transaction, the acquired company may
require that Management or other stockholders of the
Company sell all or a portion of their shares to the
acquired company, or to the principals of the
acquired company. It is anticipated that the sales
price of such shares will be lower than the current
market price or anticipated market price of the
Company's Common Stock. The Company's funds are not
expected to be used for purposes of any stock
purchase from insiders. The Company shareholders
will not be provided the opportunity to approve or
consent to such sale. The opportunity to sell all or
a portion of their shares in connection with an
acquisition may influence management's decision to
enter into a specific transaction. However,
management believes that since the anticipated sales
price will be less than market value, that the
potential of a stock sale by management will be a
material factor on their decision to enter a
specific transaction.
The above description of potential sales of
management stock is not based upon any corporate by-
law, shareholder or board resolution, or contract or
agreement. No other payments of cash or property
are expected to be received by Management in
connection with any acquisition.
The Company has not formulated any policy regarding
the use of consultants or outside advisors, but does
not anticipate that it will use the services of such
persons.
The Company has insufficient capital with which to
provide the owners of business opportunities with
any significant cash or other assets. However,
management believes the Company will offer owners of
business opportunities the opportunity to acquire a
controlling ownership interest in a public company
at substantially less cost than is required to
conduct an initial public offering. The owners of
the business opportunities will, however, incur
significant post-merger or acquisition registration
costs in the event they wish to register a portion
of their shares for subsequent sale. The Company
will also incur significant legal and accounting
costs in connection with the acquisition of a
business opportunity including the costs of
preparing post-effective amendments, Forms 8-K,
agreements and related reports and documents
nevertheless, the Officers and directors of the
Company have not conducted market research and are
not aware of statistical data which would support
the perceived benefits of a merger or acquisition
transaction for the owners of a business
opportunity.
The Company does not intend to make any loans to any
prospective merger or acquisition candidates or to
unaffiliated third parties.
Sources of Opportunities
The Company anticipates that business opportunities
for possible acquisition will be referred by various
sources, including its officers and directors,
professional advisers, securities broker-dealers,
venture capitalists, members of the financial
community, and others who may present unsolicited
proposals.
The Company will seek a potential business
opportunity from all known sources, but will rely
principally on personal contacts of its officers and
directors as well as indirect associations between
them and other business and professional people. It
is not presently anticipated that the Company will
engage professional firms specializing in business
acquisitions or reorganizations.
The officers and directors of the Company are
currently employed in other positions and will
devote only a portion of their time (not more than
one hour per week) to the business affairs of the
Company, until such time as an acquisition has been
determined to be highly favorable, at which time
they expect to spend full time in investigating and
closing any acquisition for a period of two weeks.
In addition, in the face of competing demands for
their time, the officers and directors may grant
priority to their full-time positions rather than to
the Company.
Evaluation of Opportunities
The analysis of new business opportunities will be
undertaken by or under the supervision of the
officers and directors of the Company (see
"Management"). Management intends to concentrate on
identifying prospective business opportunities,
which may be brought to its attention through
present associations with management. In analyzing
prospective business opportunities, management will
consider such matters as the available technical,
financial and managerial resources. Working capital
and other financial requirements will be required.
Their history of operation, if any, prospects for
the future and any present and expected competition.
The quality and experience of management services
which may be available and the depth of that
management; the potentials for further research,
development or exploration. Specific risk factors
not now foreseeable but which then may be
anticipated to impact the proposed activities of the
Company; the potential for growth or expansion; the
potential for profit; the perceived public
recognition or acceptance of products, services or
trades; name identification; and other relevant
factors. Officers and directors of each Company
will meet personally with management and key
personnel of the firm sponsoring the business
opportunity as part of their investigation. To the
extent possible, the Company intends to utilize
written reports and personal investigation to
evaluate the above factors. The Company will not
acquire or merge with any company for which audited
financial statements cannot be obtained.
It may be anticipated that any opportunity in which
the Company participates will present certain risks.
Many of these risks cannot be adequately identified
prior to selection of the specific opportunity, and
the Company's shareholders must, therefore, depend
on the ability of management to identify and
evaluate such risk. In the case of some of the
opportunities available to the Company, it may be
anticipated that the promoters thereof have been
unable to develop a going concern or that such
business is in its development stage in that it has
not generated significant revenues from its
principal business activities prior to the Company's
participation. There is a risk, even after the
Company's participation in the activity and the
related expenditure of the Company's funds, that the
combined enterprises will still be unable to become
a going concern or advance beyond the development
stage. Many of the opportunities may involve new
and untested products, processes, or market
strategies, which may not succeed. The Company and,
therefore, its shareholders will assume such risks.
The Company will not restrict its search for any
specific kind of business, but may acquire a
venture, which is in its preliminary or development
stage, which is already in operation, or in
essentially any stage of its corporate life. It is
currently impossible to predict the status of any
business in which the Company may become engaged, in
that such business may need additional capital, may
merely desire to have its shares publicly traded, or
may seek other perceived advantages which the
Company may offer.
Acquisition of Opportunities
In implementing a structure for a particular
business acquisition, the Company may become a party
to a merger, consolidation, reorganization, joint
venture, franchise or licensing agreement with
another corporation or entity. It may also purchase
stock or assets of an existing business. On the
consummation of a transaction, it is possible that
the present management and shareholders of the
Company will not be in control of the Company. In
addition, a majority or all of the Company's
officers and directors may, as part of the terms of
the acquisition transaction, resign and be replaced
by new officers and directors without a vote of the
Company's shareholders.
It is anticipated that any securities issued in any
such reorganization would be issued in reliance on
exemptions from registration under applicable
Federal and state securities laws. In some
circumstances, however, as a negotiated element of
this transaction, the Company may agree to register
such securities at the time the transaction is
consummated, under certain conditions or at a
specified time thereafter. The issuance of
substantial additional securities and their
potential sale into any trading market, which may
develop in the Company's Common Stock, may have a
depressive effect on such market. While the actual
terms of a transaction to which the Company may be a
party cannot be predicted, it may be expected that
the parties to the business transaction will find it
desirable to avoid the creation of a taxable event
and thereby structure the acquisition in a so called
"tax free" reorganization under Sections 368(a)(1)
or 351 of the Internal Revenue Code of 1986, as
amended (the "Code"). In order to obtain tax free
treatment under the Code, it may be necessary for
the owners of the acquired business to own 80% or
more of the voting stock of the surviving entity. In
such event, the shareholders of the Company,
including investors in this offering, would retain
less than 20% of the issued and outstanding shares
of the surviving entity, which could result in
significant dilution in the equity of such
shareholders.
As part of the Company's investigation, officers and
directors of the Company will meet personally with
management and key personnel, may visit and inspect
material facilities, obtain independent analysis or
verification of certain information provided, check
reference of management and key personnel, and take
other reasonable investigative measures, to the
extent of the Company's limited financial resources
and management expertise.
The manner in which each Company participates in an
opportunity will depend on the nature of the
opportunity, the respective needs and desires of the
Company and other parties, the management of the
opportunity, and the relative negotiating strength
of the Company and such other management.
With respect to any mergers or acquisitions,
negotiations with target company management will be
expected to focus on the percentage of the Company
which target company shareholders would acquire in
exchange for their shareholdings in the target
company. Depending upon, among other things, the
target company's assets and liabilities, the
Company's shareholders will in all likelihood hold a
lesser percentage ownership interest in the Company
following any merger or acquisition. The
percentage ownership may that be subject to
significant reduction in the event the Company
acquires a target company with substantial assets.
Any merger or acquisition effected by the Company
can be expected to have a significant dilative
effect on the percentage of shares held by the
Company's then shareholders, including purchasers in
this offering.
The Company will not have sufficient funds to
undertake any significant development, marketing and
manufacturing of any products which may be acquired.
Accordingly, following the acquisition of any such
product, the Company will, in all likelihood, be
required to either seek debt or equity financing or
obtain funding from third parties, in exchange for
which the Company would probably be required to give
up a substantial portion of its interest in any
acquired product. There is no assurance that the
Company will be able either to obtain additional
financing or interest third parties in providing
funding for the further development, marketing and
manufacturing of any products acquired.
It is anticipated that the investigation of specific
business opportunities and the negotiation, drafting
and execution of relevant agreements, disclosure
documents and other instruments will require
substantial management time and attention and
substantial costs for accountants, attorneys and
others. If a decision were made not to participate
in a specific business opportunity the costs
therefore incurred in the related investigation
would not be recoverable. Furthermore, even if an
agreement is reached for the participation in a
specific business opportunity, the failure to
consummate that transaction may result in the loss
to the Company of the related costs incurred.
Management believes that the Company may be able to
benefit from the use of "leverage" in the
acquisition of a business opportunity. Leveraging a
transaction involves the acquisition of a business
through incurring significant indebtedness for a
large percentage of the purchase price for that
business. Through a leveraged transaction, the
Company would be required to use less of its
available funds for acquiring the business
opportunity and, therefore, could commit those funds
to the operations of the business opportunity, to
acquisition of other business opportunities or to
other activities. The assets of the business
opportunity to be acquired will ordinarily secure
the borrowing involved in a leveraged transaction.
If the business opportunity acquired is not able to
generate sufficient revenues to make payments on the
debt incurred by the Company to acquire that
business opportunity, the lender would be able to
exercise the remedies provided by law or by
contract. These leveraging techniques, while
reducing the amount of funds that the Company must
commit to acquiring a business opportunity, may
correspondingly increase the risk of loss to the
Company. No assurance can be given as to the terms
or the availability of financing for any acquisition
by the Company. No assurance can be given as to the
terms or the availability of financing for any
acquisition by the Company. During periods when
interest rates are relatively high, the benefits of
leveraging are not as great as during periods of
lower interest rates because the investment in the
business opportunity held on a leveraged basis will
only be profitable if it generates sufficient
revenues to cover the related debt and other costs
of the financing. Lenders from which the Company
may obtain funds for purposes of a leveraged buy-out
may impose restrictions on the future borrowing,
distribution, and operating policies of the Company.
It is not possible at this time to predict the
restrictions, if any, which lenders may impose or
the impact thereof on the Company.
Competition
The Company is an insignificant participant among
firms which engage in business combinations with
financing of development stage enterprises. There
are many established management and financial
consulting companies and venture capital firms which
have significantly greater financial and personnel
resources, technical expertise and experience than
the Company. In view of the Company's limited
financial resources and management availability, the
Company will continue to be a significant
competitive disadvantage vis-a-vis the Company's
competitors.
Regulation and Taxation
The Investment Company Act of 1940 defines an
"investment company" as an issuer, which is or holds
itself out as being engaged primarily in the
business of investing, reinvesting or trading of
securities. While the Company does not intend to
engage in such activities, the Company could become
subject to regulation under the Investment Company
Act of 1940 in the event the Company obtains or
continues to hold a minority interest in a number of
development stage enterprises. The Company could
be expected to incur significant registration and
compliance costs if required to register under the
Investment Company Act of 1940. Accordingly,
management will continue to review the Company's
activities from time to time with a view toward
reducing the likelihood the Company could be
classified as an "investment company."
The Company intend to structure a merger or
acquisition in such manner as to minimize Federal
and state tax consequences to the Company and to any
target company.
Employees
The Company's only employees at the present time are
its officers and directors, who will devote as much
time as the Board of Directors determine is
necessary to carry out the affairs of the Company.
(See "Management").
Item 2. Management's Discussion and Analysis or
Plan of Operation
See "Business" above.
Item 3. Description of Property
The Company has the use of a limited amount of
office space from Mr. Eslick, a director and
officer, at no cost. The Company pays its own
charges for long distance telephone calls and other
miscellaneous secretarial, photocopying and similar
expenses. There is no rental agreement or cost for
these services.
Item 4. Security Ownership of Certain Beneficial
Owners and Management
The following table sets forth information
relating to the beneficial ownership of Company
common stock by those persons beneficially holding
more than 5% of the Company capital stock, by the
Company's directors and executive officers, and by
all of the Company's directors and executive
officers as a group. The address of each person is
in care of the Company.
Title of Name of Beneficial Amount and Percent of
Class Owner (1) Nature of Class
Beneficial
Owner (2)
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%
Mr. Lewis Eslick and Mr. Paul J. C. Eslick disclaim
beneficial ownership of the shares held by each
other.
Item 5. Directors, Executive Officers, Promoters
and Control Persons
The members of the Board of Directors of the
Company serve until the next annual meeting of
stockholders, or until their successors have been
elected. The officers serve at the pleasure of the
Board of Directors. Information as to the directors
and executive officers of the Company is as follows:
Name Age Position
Lewis M. Eslick 61 President/Director
8452 Boseck Street, #272
Las Vegas, NV 89128
Paul J. C. Eslick 65 Secretary/Director
P. O. Box 1769
Paradise, CA 95967
Patsy Harting 59 Treasurer/Director
14133 Elmira Circle
Magalia, CA 95954
Lewis Eslick.
Mr. Eslick, age 61. 1997 - Present: Mr. Eslick has
been a Director and President of the issuer since
its inception April 2, 1997. 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 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) which led
to ticket-less travel.
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:
Arranged the financing of the construction of the a
twelve-berth harbor to accommodate ocean cargo
vessels of up to 50,000 DWT located at Mawan Harbor,
the mouth of the Pearl River.
Arranged the financing of the construction of 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.
Negotiated an Industrial Development Revenue Bond
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 methods
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.
Attended and graduated High school in Marysville,
California.
Paul Eslick
Mr. Eslick, age 65. 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-employed 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 59. 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.
Item 6. Executive Compensation
No compensation is paid or anticipated to be paid by
the Company until an acquisition is made.
On acquisition of a business opportunity, current
management may resign and be replaced by persons
associated with the business opportunity acquired,
particularly if the Company participates in a
business opportunity by effecting a reorganization,
merger or consolidation. If any member of current
management remains after effecting a business
opportunity acquisition, that member's time
commitment will likely be adjusted based on the
nature and method of the acquisition and location of
the business which cannot be predicted. The new
board of directors will determine compensation of
management, and shareholders of the Company will not
have the opportunity to vote on or approve such
compensation.
Directors currently receive no compensation for
their duties as directors.
Item 7. Certain Relationships and Related
Transactions
Not Applicable.
Item 8. Description of Securities
Common Stock
The Company's Articles of Incorporation authorizes
the issuance of 100,000,000 shares of common stock,
$.001 par value per share, of which 750,000 shares
were outstanding as of December 31, 1997. Holders
of shares of common stock are entitled to one vote
for each share on all matters to be voted on by the
stockholders. Holders of common stock have no
cumulative voting rights. Holders of shares of
common stock are entitled to share ratably in
dividends, if any, as may be declared, from time to
time by the Board of Directors in its desertion,
from funds legally available therefor. In the
event of a liquidation, dissolution or winding up of
the Company, the holders of shares of common stock
are entitled to share pro rata all assets remaining
after payment in full of all liabilities. Holders of
common stock have no preemptive rights to purchase
the Company's common stock. There are no conversion
rights or redemption or sinking fund provisions with
respect to the common stock. All of the outstanding
shares of common stock are fully paid and non-
assessable.
Preferred Stock
The Company's Articles of Incorporation authorizes
the issuance of 10,000,000 shares of preferred stock
$.001 par value, of which no shares are issued and
outstanding. The Company currently has no plans to
issue any preferred stock. The Company's Board of
Directors has authority, without action by the
shareholders, to issue all or any portion of the
authorized but unissued preferred stock in one or
more series and to determine the voting rights,
preferences as to dividends and liquidation,
conversion rights, and other rights of such series.
The preferred stock, if and when issued, may carry
rights superior to those of common stock, however,
no preferred stock may be issued with rights equal
or senior to the preferred stock without the consent
of a majority of the holders of preferred stock.
The Company considers it desirable to have preferred
stock available to provide increased flexibility in
structuring possible future acquisitions and
financing and in meeting corporate needs which may
arise. If opportunities arise that would make
desirable the issuance of preferred stock through
either public offering or private placements, the
provisions for preferred stock in the Company's
Certificate of Incorporation would avoid the
possible delay and expense of a shareholder's
meeting, except as may be required by law or
regulatory authorities. Issuance of the preferred
stock could result, however, in a series of
securities outstanding that will have certain
preferences with respect to dividends and
liquidation over the common stock which would result
in dilution of the income per share and net book
value of the common stock. Issuance of additional
common stock pursuant to any conversion right, which
may be attached to the terms of any series of
preferred stock, may also result in dilution of the
net income per share and the net book value of the
common stock. The specific terms of any series of
preferred stock will depend primarily on market
conditions, terms of a proposed acquisition or
financing, and other factors existing at the time of
issuance. Therefore, it is not possible at this
time to determine in what respect a particular
series of preferred stock will be superior to the
Company's common stock or any other series of
preferred stock, which the Company may issue. The
Board of Directors does not have any specific plan
for the issuance of preferred stock at the present
time and does not intend to issue any preferred
stock, except on terms which it deems to be in the
best interest of the Company and its shareholders.
The issuance of Preferred Stock could have the
effect of making it more difficult for a third party
to acquire a majority of the outstanding voting
stock of the Company. Further, certain provisions
of Nevada law could delay or make more difficult a
merger, tender offer or proxy contest involving the
Company. While such provisions are intended to
enable the Board of Directors to maximize
stockholder value, they may have the effect of
discouraging takeovers, which could be in the best
interest of certain stockholders. There is no
assurance that such provisions will not have an
adverse effect on the market value of the Company's
stock in the future.
Shares Eligible for Future Sale
The outstanding shares of the Company along with an
additional 4,250,00 have been registered in a Form
SB-2 Filing with the Securities & Exchange
Commission. Upon compliance and approval of the Form
SB-2 Filing the Company's shares will be registered
under the Securities Act of 1933 (the "Act") and
will be eligible for sale in the public market.
Sales of the Officers & Directors shares may be made
after two years from their acquisition based upon
Rule 144.
In general, under Rule 144 as currently in effect a
person (or persons whose shares are aggregated) and
who has beneficially owned shares privately acquired
or indirectly from the Company or from an Affiliate,
for at least two years, or who is an Affiliate, is
entitled to sell within any three-month period a
number of such shares that does not exceed the
greater of 1% of the then outstanding shares of the
Company's Common Stock (approximately 60,000 shares)
or the average weekly trading volume in the
Company's Common Stock during the four calendar
weeks immediately preceding such sale. Sales under
Rule 144 are also subject to certain manner of sale
provisions notice requirements and the availability
of current public information about the Company. A
person (or persons whose shares are aggregated) who
is not deemed to have been an affiliate at any time
during the 90 days preceding a sale, and who has
beneficially owned shares for at least three years,
is entitled to sell all such shares under Rule 144
without regard to the volume limitations, current
public information requirements, manner of sale
provisions, or notice requirements.
Sales of substantial amounts of the Common Stock of
the Company in the public market could adversely
affect prevailing market prices.
PART II
Item 1. Market Price of and Dividends on the
Registrant's Common Equity and Other Shareholder
Matters.
(a) Market Information
The Company's Common Stock has been registered in a
Form SB-2 Filing with the Securities & Exchange
Commission. Upon compliance and approval of the Form
SB-2 Filing the Company's shares will be registered
under the Securities Act of 1933 (the "Act") and
will be eligible for sale in the public market. Upon
compliance and approval of this Form 10-SB Section
12(g) Filing the Company will seek to be listed on
the NASD OTC Electronic Bulletin Board sponsored by
the National Association of Securities Dealers, Inc.
(b) Holders
As of September 15, 1999, there were 6 holders of
Company's common stock.
(c) Dividends
The Company has not paid any dividends on its common
stock. The Company currently intends to retain any
earnings for use in its business, and therefore does
not anticipate paying cash dividends in the
foreseeable future.
Item 2. Legal Proceedings
Not applicable.
Item 3. Changes in and Disagreements with
Accountants on Accounting and Financial Disclosure
Not applicable.
Item 4. Recent Sales of Unregistered Securities
Not applicable.
Item 5. Indemnification of Directors and Officers
The Company has adopted provisions in its Articles
of Incorporation and Bylaws that limit the liability
of its directors and provide for indemnification of
its directors and officers to the full extent
permitted under the Nevada General Corporation Law.
Under the Company's Certificate of Incorporation,
and as permitted under the Nevada General
Corporation Law, directors are not liable to the
Company or its stockholders for monetary damages
arising from a breach of their fiduciary duty of
care as directors. Such provisions do not, however,
relieve liability for breach of a director's duty of
loyalty to the Company or its stockholders,
liability for acts or omissions not in good faith or
involving intentional misconduct or knowing
violations of law, liability for transactions in
which the director derived as improper personal
benefit or liability for the payment of a dividend
in violation of Nevada law. Further, the provisions
do not relieve a director's liability for violation
of, or otherwise relieve the Company or its
directors from the necessity of complying with,
federal or state securities laws or affect the
availability of equitable remedies such as
injunctive relief or rescissions.
At present, there is no pending litigation or
proceeding involving a director, officer, employee
or agent of the Company where indemnification will
be required or permitted. The Company is not aware
of any threatened litigation or proceeding that may
result in a claim for indemnification by any
director or officer.
The following financial statements are included
herein:
Independent Auditor's Report
Balance Sheets at June 15, 1999, December 31, 1998
and December 31, 1997 Statement of Operations for
the three years ended June 15, 1999 Statement of
Stockholders' Equity, Statement of Cash Flows for
the three years ended June 15, 1999 notes to
Financial Statements
PART III
Item 1. Index to Exhibits.
The following exhibits required by Part III of Form
1-A are filed herewith:
Exhibit No. Document Description
1 Audited Financial Statements
2 Articles of Incorporation (1)
2.1 Bylaws (1)
3 Instruments defining the rights of
security holders
Not Applicable.
5 Voting Trust Agreement
Not Applicable.
6 Material Contracts
Not Applicable.
7 Material Foreign Patents
Exclusive License
(1) Filed herewith
Item 2. Description of Exhibits.
See Item 1.
SIGNATURES
In accordance with Section 12 of the Securities
Exchange Act of 1934, the Registrant caused this
registration statement to be signed on its behal
by the undersigned, thereunto duly authorized.
Dated: September 15, 1999
BEPARIKO BIOCOM
By: /s/Lewis M. Eslick
Lewis M. Eslick
President
EXHIBIT 1
TABLE OF CONTENTS PAGE #
INDEPENDENT AUDITORS REPORT 1
ASSETS 2
LIABILITIES AND STOCKHOLDERS' EQUITY 3
STATEMENT OF OPERATIONS 4
STATEMENT OF STOCKHOLDERS' EQUITY 5
STATEMENT OF CASH FLOWS 6
NOTES TO FINANCIAL STATEMENTS 7-11
INDEPENDENT AUDITORS' REPORT
Board of Directors
June 24, 1999
Bepariko BioCom
Las Vegas, Nevada
I have audited the accompanying Balance Sheets of
Bepariko BioCom (A Development Stage Company), as of
June 15, 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 June 15, 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 June 15, 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 June 15, 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 suffered
recurring losses from operations and 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
June December December
15 1999 31 1998 31 1997
CURRENT ASSETS 0 0 0
TOTAL CURRENT ASSETS 0 0 0
OTHER ASSETS
Organization Costs
(Net) 83 98 128
TOTAL OTHER ASSETS 83 98 128
TOTAL ASSETS 83 98 128
See accompanying notes to financial statements &
audit report
Bepariko BioCom
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
June December December
15 1999 31 1998 31 1997
CURRENT LIABILITIES
Officers Advances
(Note #5) 350 0 0
TOTAL CURRENT
LIABILITIES 350 0 0
STOCKHOLDERS' EQUITY:
(Note #4)
Preferred Stock
Par Value $0.001
Authorized 10,000,000
shares issued and
outstanding at
June 15, 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
June 15, 1999 -
750,000 shares 750
Additional Paid-In
Capital 17,324 17,324 17,324
Deficit accumulated
during development
stage -18,341 -17,976 -17,946
TOTAL STOCKHOLDERS'
EQUITY: 83 98 128
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY: 83 98 128
See accompanying notes to financial statements &
audit report
Bepariko BioCom
(A Development Stage Company)
STATEMENT OF OPERATIONS
Jan 1 Year Apr 2 Apr 2,1997
1999 to Ended 1997 to (Inception)
Jun 15 Dec 31 Dec 31 to Jun. 15
1999 1998 1997 1999
INCOME:
Revenue 0 0 0 0
EXPENSES:
General, Selling
and Administrative 350 0 17,924 18,274
Amortization 15 30 22 67
TOTAL EXPENSES 365 30 17,946 18,341
NET PROFIT/LOSS
(-) -365 -30 -17,946 -18,341
Net Profit/Loss
(-)per weighted
share(Note 1): -.0005 NIL -.0239 -.0245
Weighted average
Number of common
shares
outstanding: 750,000 750,000 750,000 750,000
See accompanying notes to financial statements &
audit report
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
June 15, 1999 -365
Balance
June 15, 1999 750,000 750 17,324 -18,341
See accompanying notes to financial statements &
audit report
Bepariko BioCom
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Jan 1 Year Apr 2 Apr 2,1997
1999 to Ended 1997 to (Inception)
Jun 15 Dec 31 Dec 31 to Jun 15
1999 1998 1997 1999
Cash Flows from
Operating
Activities
Net Loss -365 -30 -17,946 -18,341
Adjustment to
Reconcile net
loss
Amortization +15 +30 +22 +67
To net cash
provided
by operating
Activities
Changes in assets
and Liabilities
Organization Costs 0 0 -150 -150
Increase In Current
Liabilities +350 0 0 +350
Net cash used in
Operating activities 0 0 -18,074 -18,074
Cash Flows from
Investing Activities 0 0 0 0
Cash Flows from
Financing Activities
Issuance of Common
Stock for Cash 0 0 +18,074 +18,074
Net Increase
(decrease) 0 0 0 +0
Cash
Beginning of
period 0 0 0 0
Cash End of
Period 0 0 0 0
See accompanying notes to financial statements &
audit report
Bepariko BioCom
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 15, 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 June 15, 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.
Organization Costs
Costs incurred to organize the Company are being
amortized on a straight-line basis over a sixty-
month period.
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 June 15, 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 $750.00 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.
To Whom It May Concern: June 24, 1999
The firm of Barry L. Friedman, P.C., Certified
Public Accountant consents to the inclusion of their
report of June 24, 1999, on the Financial Statements
of Bepariko BioCom, as of June 15, 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. Friedman
Barry L. Friedman
Certified Public Accountant
EXHIBIT 2
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:
Leslie Eslick
6425 Meadow Country Dr
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: _______________________________
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: _______________________________
Notary Public in and for said
County and State
EXHIBIT 2.1
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 its 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:______________________________________
Lewis M. Eslick, President
