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 Identification No.)
Incorporation or Organization)
8452 Boseck Street, Number 272, Las Vegas, NV 89145
Address of principal executive offices) (Zip Code)
(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.
Bepariko operates on the calendar fiscal year. Currently, our
company has only the principals as employees, and they will be
the only employees for the foreseeable future.
The details of a German patent and its inventor were brought to
the attention of Mr. Lewis Eslick by Dipl.-Kfm. Peter Riedel, an
accountant and business advisor residing in Germany. Mr. Riedel
was one of the backers that financially supported the work
necessary to obtain the patent. Following negotiations with the
patent owner, it was agreed that Mr. Eslick or his nominated
company would be granted an exclusive licensing agreement for
the use of the patent.
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. The patent was registered filed for and
granted throughout the nations of the European Economic
Community. The registration of the patent in the United States
and most industrialized nations of the world followed.
Mr. Eslick elected to file Bepariko BioCom, a Nevada
corporation, so that it could be granted the exclusive licensing
agreement. A set dollar amount was not determined regarding the
value of the licensing agreement.
Mr. Alfons Behnke, the patent owner, sent Mr. Tino Di Pana to
the United States with full power of attorney to grant the
exclusive licensing agreement to Bepariko BioCom, Nevada. On
April 11, 1997 our company was granted, in perpetuity, the
unrestricted exclusive right to use of all of the rights and
privileges granted within patent 43 22 445 give by the Federal
Republic of Germany. It was verbally agreed that a percentage
of any net profits earned by our company, through the use of the
patent, would be paid to the patent owner. This percentage
would be determined on a contract by contract basis and would
not exceed 10% as a maximum cost to Bepariko.
Bepariko BioCom 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 many applications. Bepariko provides an
economically high quality business solution to lowering costs,
preventing fraudulent uses and providing absolute security to
its cardholders. Building new database systems is not required
for these applications. Cooperation, level-headedness and the
conviction that Bepariko's multi-fingerprint access codes will
lower and then contain loses in the fields of theft and fraud
for its cardholders.
Plan of Operation - General
Bepariko BioCom is working to have a minimum of 6 major
contracts with internationally recognized customers as soon as
possible. Due to the ever-increasing use of the Internet and the
ability to purchase on line we believe our product can be
integrated into current technology to provide security for the
buyers. Initial contacts have been made with Unisys Corporation,
Biometric Tracking, Siemens AG (Germany), RJM Rheinmetal Jena,
(Germany), Lufthansa (Germany), El Al Airlines and Bode Panzer
Safes (Europe). Bepariko will continue discussions with these and
other interested companies to complete a contract or contracts.
Our company may be offered an opportunity to joint venture with
one or more of these companies to assist in furthering our
business plans. The possibility of contracts or joint ventures
vary from alien identification ID cards, entrance to airline
secured areas, corporate security and military applications.
We will continue negotiations with major industrial companies
that have expressed a desire to incorporate the use of our
patent into their operational systems. For the right to use the
patent a facilitation charge will be paid to our company. Each
time a system is accessed we will receive a use fee.
We have attended security trade shows such as Secure-Tech and
Card-Tech to introduce our product to a wide sector of the
market. We will continue to display and demonstrate our product
to potential markets available at these trade shows.
Many industrial and multi-national companies that would be
interested in applying our multi-fingerprint identification
system to their existing systems prefer to operate those systems
in house. This could present an opportunity for Bepariko to
enter into a joint venture with one or more of these companies.
At this time, Bepariko has no proposal, agreement, understanding
or arrangement to enter into such a joint venture agreement with
any specific business or company.
Our Company will not restrict its search for business
opportunities to any specific business, industry or geographical
location. 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.
Bepariko's potential success is heavily dependent on it's
management, which will have virtually unlimited discretion in
searching for and entering into business opportunities. None of
the officers and directors of our company have had any
experience in the proposed business of the Company.
Bepariko 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 with a corporation that does not need
substantial additional cash. Our company may purchase assets and
establish wholly owned subsidiaries in various business or
purchase an existing businesses as subsidiaries.
Bepariko anticipates that the selection of a business
opportunity will be complex and extremely risky. Potentially,
available business opportunities may occur in many different
industries and at various stages of development. This will make
the task of comparative investigation and analysis of any
opportunities extremely difficult and complex.
As is customary in the industry, Bepariko may pay a finder's fee
for locating and executing a contract with a company to use the
multi-fingerprint patent. If any fee is paid, it will be
approved by our 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. These 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 a finder's fee could, in certain
circumstances, be paid to any employee, officer, director or 5%
shareholder of Bepariko, if this person plays a material role in
bringing a transaction to completion.
Bepariko has not formulated any policy regarding the use of
consultants or outside advisors. In the future if our company
finds it necessary to employ consultants or outside advisors the
board of directors will establish a policy in line with policies
being utilized in the industry.
Bepariko does not intend to make any loans to any prospective
acquisition candidates or to unaffiliated third parties.
Sources of Opportunities
Bepariko anticipates that business opportunities for possible
contracts, joint ventures or 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.
Our 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.
Evaluation of Opportunities
The officers and directors of Bepariko are currently employed in
other positions. Currently Mr. Lewis Eslick devotes
approximately 20 hours each week to the operations of the
business. At present Paul Eslick and Patsy Harting devote
approximately 5 to 7 hours weekly. The officers and directors
will dedicate whatever time is required for the operations and
development of the company's business. They have other interests
that require portions of their time. They do not have any
investments or ownership in other companies that could pose a
conflict with Bepariko.
The analysis of new business opportunities will be undertaken by
or under the supervision of the officers and directors of
Bepariko. Management intends to concentrate on identifying
prospective business opportunities that may be brought to its
attention through present associations with management. In
analyzing prospective business opportunities, management will
consider the available technical, financial and managerial
resources. Working capital and other financial requirements will
be required.
Our Company must consider the quality and experience of
management potentials for further research and development.
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, Bepariko intends to utilize written reports and
personal investigation to evaluate business opportunities.
Bepariko will not restrict its search for any specific kind of
business, but may contract with a company which is in its
preliminary or development stage, which is already in operation,
or in essentially any stage of its corporate life.
Acquisition of Opportunities
In implementing a structure for a particular business
opportunity, Bepariko may become a party to a 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 Bepariko will
not be in control of the Company. In addition, a majority or
all of Bepariko officers and directors may, as part of the terms
of the transaction, resign and be replaced by new officers and
directors without a vote of Bepariko's shareholders.
It is anticipated that any securities issued in any
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 the
transaction, Bepariko may agree to register these securities at
the time the transaction is consummated, under certain
conditions or at a specified time. The issuance of substantial
additional securities and their potential sale into any trading
market, which may develop in Bepariko's common stock, may have a
depressive effect on such market. The actual terms of a
transaction that Bepariko may be a party to 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.
The transaction could be structured in a manner known as "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 any event,
the shareholders of Bepariko, 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 the shareholders.
As part of our company's investigation, officers and directors
of the Bepariko will meet personally with management and key
personnel. They may visit and inspect material facilities,
obtain independent analysis or verification of certain
information provided, check reference of management and key
personnel, and take any other reasonable investigative measures,
to the extent of our company's limited financial resources and
management expertise.
The manner in which our company participates in an opportunity
will depend on the nature of the opportunity, the respective
needs and desires of Bepariko and other parties, the management
of the opportunity, and the relative negotiating strength of our
company and the other management.
Bepariko will not have sufficient funds to undertake any
significant development, marketing and manufacturing of any
products which may be acquired. Following the acquisition of any
product, our company will, in all likelihood, be required to
either seek debt or equity financing or obtain funding from
third parties, Our company would probably be required to give up
a substantial portion of its interest in any acquired product.
There is no assurance that our company will be able either to
obtain additional financing or interest third parties in
providing funding for the further developing, 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 incurred in the related investigation
would not be recoverable. 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
our 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.
Competition
Bepariko 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 Bepariko. In view of our
company's limited financial resources and management
availability, it will continue to be at a significant
competitive disadvantage.
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 Bepariko does not intend to engage
in these activities, it could become subject to regulation under
the Investment Company Act of 1940 in the event Bepariko obtains
or continues to hold a minority interest in a number of
development stage enterprises. Bepariko could be expected to
incur significant registration and compliance costs if required
to register under the Investment Company Act of 1940. Management
will continue to review the Company's activities from time to
time with a view toward reducing the likelihood that Bepariko
could be classified as an "investment company."
Bepariko intends to structure any joint venture or acquisition
in a manner that will minimize Federal and state tax
consequences to our company.
Employees
Bepariko'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.
Management's Discussion and Analysis or Plan of Operation
See "Plan of operation, page 3".
Description of Property
Bepariko has the use of a limited amount of office space from
Mr. Eslick, a director and officer, at no cost. Bepariko pays
its own charges for long distance telephone calls and other
miscellaneous secretarial, photocopying and similar expenses.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information relating to the
beneficial ownership of Bepariko's common stock by those persons
beneficially holding more than 5% of our company's capital
stock, by it's directors and executive officers, and by all of
it's directors and executive officers as a group. The address of
each person is in care of the Company.
Title of Class Name of Beneficial Amount and Nature Percent of
Owner of Beneficial Owner Class
Common Stock Lewis M. Eslick 125,000 16.66%
Common Stock Leslie B. Eslick 125,000 16.66%
Common Stock Paul J.C. Eslick 125,000 16.66%
Common Stock Howard Stiebel 125,000 16.66%
Common Stock Kathryn Stiebel 125,000 16.66%
Common Stock Sandra L. Duncan 125,000 16.66%
Mr. Lewis Eslick and Mr. Paul J. C. Eslick disclaim beneficial
ownership of the shares held by each other.
Directors, Executive Officers, Promoters and Control Persons
The members of the board of directors of Bepariko 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. Under his direction he developed strategy, pro-forma
and the structure to establish a central reservation complex to
replace airline city ticketing offices utilizing Electronic
Ticket Delivery Networks (ETDN).
From 1986 to 1993 he was Chief Executive Officer of Mirex, Inc.
While serving as President of this international consulting
firm, was responsible for several successful negotiations on
behalf of Bechtel Engineering and Minerals including the
following:
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 at 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.
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.
Executive Compensation
No compensation is paid or anticipated by Bepariko until a
contract is executed.
Directors currently receive no compensation for their duties as
directors.
Certain Relationships and Related Transactions
Not Applicable.
Description of Securities
Common Stock
Bepariko'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 June 15, 1999.
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, by the board of
directors in its discretion, from funds legally available. 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 Bepariko'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
Bepariko's articles of incorporation authorize the issuance of
10,000,000 shares of preferred stock $.001 par value, no shares
are issued and outstanding. Bepariko currently has no plans to
issue any preferred stock. Our 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 each series. The preferred stock, if and
when issued, may carry rights superior to those of common stock.
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.
Bepariko 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 our 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 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. It is not
possible at this time to determine in what respect a particular
series of preferred stock will be superior to Bepariko's common
stock or any other series of preferred stock, which our 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 Bepariko. 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 our
company's stock in the future.
Shares Eligible for Future Sale
Bepariko BioCom has filed a registration statement, Form SB-2,
with the Securities and Exchange Commission to register
5,000,000 shares of common stock. These shares are to be sold on
a best efforts basis and any shares sold in the offering will be
registered. Of the 5,000,000 shares, insiders and management
hold 750,000 shares of Bepariko's common stock. 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 shares that does not exceed the greater of 1% of the
then outstanding shares of Bepariko's common stock or the
average weekly trading volume in the Company's common stock
during the four calendar weeks immediately preceding the 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 the 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 Bepariko in
the public market could adversely affect prevailing market
prices.
PART II
Market Price of and Dividends on the Registrant's Common Equity
and Other Shareholder Matters.
Market Information
Bepariko'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 on a
best efforts basis. Upon compliance and approval of this Form
10-SB Section 12(g) Filing our company will seek to be listed on
the NASD OTC Electronic Bulletin Board sponsored by the National
Association of Securities Dealers, Inc.
Holders
As of October 25, 1999, there were 6 holders of Company's common
stock.
Dividends
Bepariko has not paid any dividends on its common stock. Our
company currently intends to retain any earnings for use in its
business, and does not anticipate paying cash dividends in the
foreseeable future.
Legal Proceedings
Bepariko is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action by
or against the Company has been threatened.
Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Since the inception of Bepariko BioCom on April 2, 1997, the
principal independent accountant for the Company has neither
resigned nor been dismissed. The independent accountant for the
Company is Barry L. Friedman. Bepariko engaged Mr. Friedman on
or about June 24, 1999.
Recent Sales of Unregistered Securities
Recently the officers, directors and affiliates of our company
have purchased a total of 750,000 shares of its common stock.
Indemnification of Directors and Officers
Bepariko BioCom 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 Bepariko'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 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 is a violation of Nevada law. 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 Bepariko
BioCom 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:
BEPARIKO BIOCOM
(A Development Stage Company)
FINANCIAL STATEMENTS
June 15, 1999
December 31, 1998
December 31, 1997
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 October 14, 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) 0 98 128
TOTAL OTHER ASSETS 0 98 128
TOTAL ASSETS 0 98 128
The accompanying notes are an integral part of these financial
statements
Bepariko BioCom
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
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 -18,424 -17,976 -17,946
TOTAL STOCKHOLDERS'
EQUITY: -350 98 128
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY: 0 98 128
The accompanying notes are an integral part of these financial
statements
Bepariko BioCom
(A Development Stage Company)
STATEMENT OF OPERATIONS
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 98 30 22 150
TOTAL EXPENSES 448 30 17,946 18,424
NET PROFIT/LOSS (-) -448 -30 -17,946 -18,424
Net Profit/Loss(-)
per weighted share
(Note 1): -.0006 NIL -.0239 -.0246
Weighted average
Number of common
shares outstanding: 750,000 750,000 750,000 750,000
The accompanying notes are an integral part of these financial
statements
Bepariko BioCom
(A Development Stage Company)
STATEMENT OF 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 -448
Balance,
June 15, 1999 750,000 750 17,324 -18,424
The accompanying notes are an integral part of these financial
statements
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 -448 -30 -17,946 -18,424
Adjustment to
Reconcile net loss
Amortization +98 +30 +22 +150
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
The accompanying notes are an integral part of these financial
statements
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.
Bepariko BioCom
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
June 15, 1999, December 31, 1998, and December 31, 1997
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes
Income taxes are provided for using the liability method of
accounting in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS #109) "Accounting for Income Taxes". A
deferred tax asset or liability is recorded for all temporary
difference between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during the year of
deferred tax assets and liabilities.
Reporting on Costs of Start-up Activities
In April 1998, the American Institute of Certified Public
Accountants issued Statement of Position 98-5 ("SOP 98-5"),
"Reporting the Costs of Start-up Activities" which provides
guidance on the financial reporting of start-up costs and
organizational costs. It requires costs of start-up activities
and organization costs to be expensed as incurred. SOP 98-5 is
effective for fiscal years beginning after December 15, 1998,
with initial adoption reported as the cumulative effect of a
change in accounting principal.
Loss Per Share
Net loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128 (SFAS #128) "Earnings Per
Share". Basic loss per share is computed by dividing losses
available to common stockholders by the weighted average number
of common shares outstanding during the period. Diluted loss per
share reflects per share amounts that would have resulted if
dilative common stock equivalents had been converted to common
stock. As of June 15, 1999, the Company had no dilative common
stock equivalents such as stock options.
Bepariko BioCom
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
June 15, 1999, December 31, 1998, and December 31, 1997
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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.
Bepariko BioCom
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
June 15, 1999, December 31, 1998, and December 31, 1997
NOTE 4 - STOCKHOLDERS' EQUITY
Common Stock
The authorized common stock of the corporation consists of
100,000,000, shares with a par value $.001 per share.
Preferred Stock
The authorized preferred stock of the corporation consists of
10,000,000 shares with a par value of $0.001 per share.
On July 24, 1997, the Company issued 750,000 shares of its
$0.001 par value common stock in consideration of $18,074.00 in
cash to its directors.
NOTE 5 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern
which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. However, the
Company does not have significant cash or other material assets,
nor does it have an established source of revenues sufficient to
cover its operating costs and to allow it to continue as a going
concern. The stockholders/officers and or directors have
committed to advancing the operating costs of the Company
interest free.
NOTE 6 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal
property. An officer of the corporation provides office services
without charge. Such costs are immaterial to the financial
statements and accordingly, have not been reflected therein. The
officers and directors of the Company are involved in other
business activities and may in the future, become involved in
other business opportunities. If a specific business opportunity
becomes available, such persons may face a conflict in selecting
between the Company and their other business interests. The
Company has not formulated a policy for the resolution of such
conflicts.
Bepariko BioCom
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
June 15, 1999, December 31, 1998, and December 31, 1997
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: October 14, 1999
The firm of Barry L. Friedman, P.C., Certified Public Accountant
consents to the inclusion of their report of October 14, 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
PART III
Item 1. Index to Exhibits.
The following exhibits required by Part III of Form 1-A are as
follows:
Index of Exhibits
Named Exhibit Exhibit No.
Articles of Incorporation Exhibit 1
By-laws of Bepariko BioCom Exhibit 2
Power of Attorney of Tino Di Pana Exhibit 3
Exclusive Worldwide Licensing Agreement for the
Right to use German Patent Number 43 22 445 Exhibit 4
SIGNATURES
In accordance with Section 12 of the Securities
Exchange Act of 1934, the Registrant caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated: October 25, 1999 BEPARIKO BIOCOM
By: /s/ Lewis M. Eslick
Lewis M. Eslick
President
EXHIBIT 1
Articles Of Incorporation
OfBepariko 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:/s/Leslie B. Eslick
Leslie Eslick
Verification
State Of Nevada }
} SS
County Of Clark }
On this 31st day of March 1997, before me, the undersigned,
a Notary Public in and for said State, personally appeared
Leslie Eslick personally known to me (or proved to me on the
basis of satisfactory evidence) to be the person who subscribed
his name to the Articles of Incorporation and acknowledged to me
that he executed the same freely and voluntarily and for the use
and purposes therein mentioned.
By: /s/Bridget Richards
Notary Public in and for said
County and State
EXHIBIT 2
By laws
of
Bepariko BioCom
Nevada Registration Number C-7097-1997
(the "Corporation")
Article I
Office
The Board of Directors shall designate and the Corporation shall
maintain a principal office. The location of the principal
office may be changed by the Board of Directors. The Corporation
also may have offices in such other places as the Board may from
time to time designate. The location of the initial principal
office of the Corporation shall be designated by resolution.
Article II
Shareholders Meetings
1. Annual Meetings
The annual meeting of the shareholders of the Corporation
shall be held at such place within or without the State of
Nevada as shall be set forth in compliance with these Bylaws.
The meeting shall be held in the first Week of December each
year, or such other date as the Shareholders may designate form
time to time. If such day is a legal holiday, the meeting shall
be on the next business day. This meeting shall be for the
election of Directors and for the transaction of such other
business as may properly come before it.
2. Special Meetings
Special meetings of shareholders, other than those
regulated by statute, may be called by the President upon
written request of the holders of 50% or more of the outstanding
shares entitled to vote at such special meeting. Written notice
of such meeting stating the place, the date and hour of the
meeting, the purpose or purposes for which it is called, and the
name of the person by whom or at whose direction the meeting is
called shall be given.
3. Notice of Shareholders Meeting
The Secretary shall give written notice stating the place,
day, and hour of the meeting, and in the case of a special
meeting, the purpose or purposes for which the meeting is
called, which shall be delivered not less than ten or more than
fifty days before the date of the meeting, either personally or
by mail to each shareholder of record entitled to vote at such
meeting.
If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the
shareholder at his address as it appears on the books of the
Corporation, with postage thereon prepaid. Attendance at the
meeting shall constitute a waiver of notice thereof.
4. Place of Meeting
The Board of Directors may designate any place, either
within or without the State of Nevada, as the place of meeting
for any annual meeting or for any special meeting called by the
Board of Directors. A waiver of notice signed by all
shareholders entitled to vote at a meeting may designate any
place, either within or without the State of Nevada, as the
place for the holding of such meeting. If no designation is
made, or if a special meeting is otherwise called, the place of
meeting shall be the principal office of the Corporation.
5. Record Date
The Board of Directors may fix a date not less than ten nor more
than fifty days prior to any meeting as the record date for the
purpose of determining shareholders entitled to notice of and to
vote at such meetings of the shareholders. The transfer books
may be closed by the Board of Directors for a stated period not
to exceed fifty days for the purpose of determining shareholders
entitled to receive payment of and dividend, or in order to make
a determination of shareholders for any other purpose.
6. Quorum
A majority of the outstanding shares of the Corporation entitled
to vote, represented in person or by proxy, shall constitute a
quorum at a meeting of shareholders. If less than a majority of
the outstanding shares are represented at a meeting, a majority
of the shares so represented may adjourn the meeting from time
to time without further notice. At a meeting resumed after any
such adjournment at which a quorum shall be present or
represented any business may be transacted, which might have
been transacted at the meeting as originally, noticed.
7. Voting
A holder of outstanding shares, entitled to vote at a
meeting, may vote at such meeting in person or by proxy. Except
as may otherwise be provided in the currently filed Articles of
Incorporation, every shareholder shall be entitled to one vote
for each share standing in his name on the record of
shareholders. Except as herein or in the currently filed
Articles of Incorporation otherwise provided, all corporate
action shall be determined by a majority of the votes cast at a
meeting of shareholders by the holders of shares entitled to
vote thereon.
8. Proxies
At all meeting of shareholders, a shareholder may vote in
person or by proxy executed in writing by the shareholder or by
his duly authorized attorney-in-fact. Such proxy shall be filed
with the Secretary of the Corporation before or at the time of
the meeting. No proxy shall be valid after six months from the
date of it's execution.
9. Informal Action by Shareholders
Any action required to be taken at a meeting of the
shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by a
majority of the shareholders entitled to vote with respect to
the subject matter thereof.
Article III
Board Of Directors
1. General Powers
The business and affairs of the Corporation shall be
managed by 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: /s/ Lewis Eslick
Lewis M. Eslick, President
EXHIBIT 3 Power of Attorney of Tino Di Pana
Alfons Behnke
Fingerabdruck Sch1usselsystem Mitglied der Geschaftsleitung
Ihre Personlichkeit (Entwicklung und Technik)
Weitweit Sicherheit
Georg - Schudt Str. 3
61350 Bad Homburg v.d.Hohe
TELEFON: 06172-37819
FAX: 06172:37283
Ihre Zeichen/ihre Nachricht vom Unsere Zeichen/Unsere Nachricht vom telefon
Betreff: GENERAL POWER OF ATTORNEY
Hereby the signatory Alfons Behnke,
patent-holder and main shareholder of
BEPARICO BioCom Germany is granting
Mr. Tino Di Pane
General Power OF Attorney which entitles him
to negotiate take decisions any possible agreements
on behalf of BEPARICO BioCom Germany.
This includes all decisions and activities regarding
BEPARICO BioCom USA.
Signature
Alfons Behnke
/s/Alfons Behnke
Director of BEPARICO BioCom
Amtsgericht In das Handelsregister Bad Homburg v.d.Hohe
Original On File
EXHIBIT 4
Exclusive Worldwide Licensing Agreement for the right to use
German Patent Number 43 22 445
Tino Di Pane
Fingerabdruck Sch1usselsystem Mitglied der Geschaftsleitung
Ihre Personlichkeit (Entwicklung und Technik)
Weitweit Sicherheit Friedrich- Rolle Str. 11
61350 Bad Homburg v.d.Hohe
TELEFON: 06172-306215
MOBILE : 0172-6922199
FAX: 06172:37283
Ihre Zeichen/ihre Nachricht vom Unsere Zeichen/Unsere Nachricht vom telefon
BE 31.03.1997
Betreff:
This authorization is granted from Bepariko BioCom GbR to
Bepariko BioCom, a Nevada Corporation, for the unrestricted and
Exclusive Right to Use of all those rights and privileges
granted within the Patent Nr. 43 22 445 given by the
Bundesrepublik Deutschland to Bepariko BioCom GbR.
This authorization is to be considered a Licensing Agreement as
well as the unrestricted and Exclusive Right to Use of all those
rights and privileges granted within the Patent Nr. 43 22 445
given by the Bundesrepublik Deutschland to Bepariko BioCom GbR.
Further, this Licensing Agreement and Exclusive Right to Use is
existing to perpetuity.
This authorization also extends to any modification, alteration
and/or any new patent being granted to Bepariko BioCom GbR or
any successor or survivor thereof.
America.
/s/Tino Di Pane /s/Dorthee Montgomery
Tino Di Pane Dorthee Montgomery
Attorney in Fact and Shareholder Witness
State Of Nevada }
} SS
County Of Clark }
On this 11th day of April 1997, before me, the undersigned, a
Notary Public in and for said State, personally appeared Tino Di
Pana & Dorthee Montgomery personally known to me (or proved to
me on the basis of satisfactory evidence) to be the person who
described his name to the foregoing document and acknowledged to
me that he executed the same freely and voluntarily and for the
use and purpose therein mentioned.
By: /s/G. A. Nobil
Notary Public in and for said County and State
Notary Sealed
Original on file My Appointment expires Sept. 11, 1998
