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
Bepariko's corporate history
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.
Item 2. Plan of Operation of Bepariko BioCom.
Bepariko BioCom is working to have a minimum of 6 major contracts with
internationally recognized customers as soon as possible. Initial
contacts have been made with:
Unisys Corporation
Biometric Tracking
Siemens AG (Germany)
RJM Rheinmetal Jena, (Germany)
Lufthansa (Germany)
El Al Airlines
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 joint venture 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.
Presentation of opportunities to Bepariko BioCom.
Bepariko anticipates that business opportunities for possible
contracts or joint ventures 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.
Bepariko's evaluation of future business.
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.
Bepariko may enter into other business ventures.
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.
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. 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 a business opportunity. Leveraging a transaction
involves the purchase 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 purchasing the
business opportunity and, therefore, could commit those funds to the
operations of the business opportunity or to other activities. The
assets of the business opportunity will ordinarily secure the
borrowing involved in a leveraged transaction.
Competition Bepariko BioCom may encounter
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 that may be applied to Bepariko BioCom.
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."
Present employees of Bepariko.
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.
Item 3. Bepariko's agreement for present office facilities.
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.
Item 4. 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 Class
Owner)
Common Stock Lewis M. Eslick 125,000 16.66%
Common Stock Leslie B. Eslick 125,000 16.66%
Common Stock Paul J.C. Eslick 125,000 16.66%
Common Stock Howard Stiebel 125,000 16.66%
Common Stock Kathryn Stiebel 125,000 16.66%
Common Stock Sandra L. Duncan 125,000 16.66%
Mr. Lewis Eslick and Mr. Paul J. C. Eslick disclaim beneficial
ownership of the shares held by each other.
Item 5. Directors, Executive Officers, Promoters and Control Persons
The members of the board of directors of 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.
Item 6. Executive compensation paid by Bepariko BioCom.
No compensation is paid or anticipated by Bepariko until a contract is
executed.
Directors currently receive no compensation for their duties as
directors.
Item 7. Certain relationships and related transactions
Not Applicable.
Item 8. Description of Bepariko's 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.
Have no cumulative voting rights.
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.
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.
Bepariko's 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 issued preferred stock without the consent of a
majority of the holders of that series of preferred stock.
Bepariko considers it desirable to have preferred stock available to
provide increased flexibility in structuring possible future 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 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 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 of Bepariko 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 purchase 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
Item 1. Market price of and dividends on Bepariko'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.
Shareholders
As of November 22, 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.
Item 2. 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.
Item 3. Changes in and disagreements with accountants on accounting
and financial disclosure for Bepariko.
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.
Item 4. Recent sales of Bepariko's unregistered securities
Recently the officers, directors and affiliates of our company have
purchased a total of 750,000 shares of its common stock. These sales
were made in accordance with section 4(1) of the Securities Act of
1933 as interpreted by Rule 144(k).
Item 5. Indemnification of directors and officers of Bepariko BioCom.
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
September 30, 1999
December 31, 1998
December 31, 1997
TABLE OF CONTENTS
PAGE #
INDEPENDENT AUDITORS REPORT 16
ASSETS 17
LIABILITIES AND STOCKHOLDERS' EQUITY 18
STATEMENT OF OPERATIONS 19-20
STATEMENT OF STOCKHOLDERS' EQUITY 21
STATEMENT OF CASH FLOWS 22-23
NOTES TO FINANCIAL STATEMENTS 24-28
INDEPENDENT AUDITORS' REPORT
Board of Directors December 19, 1999
Bepariko Biocom
Las Vegas, Nevada
I have audited the accompanying Balance Sheets of Bepariko Biocom (A
Development Stage Company), as of September 30, 1999, and the December
31, 1998, and December 31, 1997, and the related statements of
operations, stockholders' equity and cash flows for the period January
1, 1999, to September 30, 1999, and the year ended December 31, 1998,
and the period April 2, 1997 (inception), to December 31, 1997. These
financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these
financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. I believe
that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Bepariko
Biocom (A Development Stage Company), as of September 30, 1999,
December 31, 1998, and December 31, 1997, and the results of its
operations and cash flows for the for the period January 1, 1999, to
September 30, 1999, and the year ended December 31, 1998, and the
period April 2, 1997 (inception), to December 31, 1997, in conformity
with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note #5 to
the financial statements, the Company has no established source of
revenue. This raises substantial doubt about its ability to continue
as a going concern. Management's plan in regard to these matters is
described in Note #5. These financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
___________________________
Barry L. Friedman
Certified Public Accountant
1582 Tulita Drive
Las Vegas, NV 89123
(702) 361-8414
Bepariko BioCom
(A Development Stage Company)
BALANCE SHEET
ASSETS
September December December
30, 1999 31, 1998 31, 1997
CURRENT ASSETS $ 0 $ 0 $ 0
TOTAL CURRENT ASSETS $ 0 $ 0 $ 0
OTHER ASSETS
Organization Costs (Net) $ 0 $ 98 $ 128
TOTAL OTHER ASSETS $ 0 $ 98 $ 128
TOTAL ASSETS $ 0 $ 98 $ 128
The accompanying notes are an integral part of these financial
statements
Bepariko BioCom
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
September December December
30, 1999 31, 1998 31, 1997
CURRENT LIABILITIES
Officers Advances
(Note #5) $ 925 $ 0 $ 0
TOTAL CURRENT LIABILITIES $ 925 $ 0 $ 0
STOCKHOLDERS' EQUITY (Note #4)
Preferred Stock
Par Value $0.001
Authorized 10,000,000
shares
Issued and outstanding
At September 30, 1999
- None $ 0 $ 0 $ 0
Common stock
Par value $0.001
Authorized 100,000,000
shares
Issued and outstanding at
December 31, 1997 -
750,000 shares 750
December 31, 1998 750
750,000 shares
September 30, 1999 -
750,000 shares $ 750
Additional Paid-In
Capital 17,324 17,324 17,324
Deficit accumulated during
Development stage -18,999 -17,976 -17,946
TOTAL STOCKHOLDERS' EQUITY $ -925 $ 98 $ 128
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 0 $ 98 $ 128
The accompanying notes are an integral part of these financial
statements
Bepariko BioCom
(A Development Stage Company)
STATEMENT OF OPERATIONS
3 Mos 3 Mos 9 Mos 9 Mos
Ended Ended Ended Ended
Sep. 30 Sep. 30 Sep. 30 Sep. 30
1999 1998 1999 1998
REVENUE $ 0 $ 0 $ 0 $ 0
EXPENSES
General, Selling and
Administrative $ 575 $ 0 $ 925 $ 0
Amortization 0 7 98 22
TOTAL EXPENSES $ 575 $ 7 $ 1,023 $ 22
NET PROFIT/LOSS (-) $ -575 $ -7 $ -1,023 $ -22
Net Profit/Loss(-)
per weighted share
(Note #2) $-.0008 $ NIL $ -.0014 $ NIL
Weighted average
Number of common
shares outstanding 750,000 750,000 750,000 750,000
The accompanying notes are an integral part of these financial
statements
Bepariko BioCom
(A Development Stage Company)
STATEMENT OF OPERATIONS
(CONTINUED)
Year Apr 2 1997 Apr 2 1997
Ended to (Inception)
Dec. 31 1998 Dec 31 1997 to
Sep 30 1999
REVENUE $ 0 $ 0 $ 0
EXPENSES
General, Selling and
Administrative $ 0 $ 17,924 $ 18,849
Amortization 30 22 150
TOTAL EXPENSES $ 30 $ 17,946 $ 18,999
NET PROFIT/LOSS (-) $ -30 $ -17,946 $ -18,999
Net Profit/Loss(-)
per weighted share
(Note #2) $ NIL $ -.0239 $ -0253
Weighted average
Number of common
shares outstanding 750,000 750,000 750,000
The accompanying notes are an integral part of these financial
Statements.
Bepariko BioCom
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Additional Accumu-
Common Stock paid-in lated
Shares Amount Capital Deficit
July 24, 1997
Issued for Cash 750,000 $ 750 $ 17,324 $ 0
Net loss
April 2, 1997 to
December 31, 1997 -17,946
Balance,
December 31, 1997 750,000 $ 750 $ 17,324 $-17,946
Net Loss Year Ended
December 31, 1998 -30
Balance,
December 31, 1998 750,000 750 17,324 -17,976
Net Loss
January 1, 1999 to
September 30, 1999 -1,023
Balance,
September 30, 1999 750,000 $ 750 $17,324 $-18,999
The accompanying notes are an integral part of these financial
statements
Bepariko BioCom
(A Development Stage Company)
STATEMENT OF CASH FLOWS
3 Mos 3 Mos 9 Mos 9 Mos
Ended Ended Ended Ended
Sep. 30 Sep. 30 Sep. 30 Sep. 30
1999 1998 1999 1998
Cash Flow from Operating
Activities Net Loss $ -575 $ 17 $ -1,023 $ -22
Adjustment to reconcile
Net loss to net cash
Provided by operating
Activities
Amortization +0 +7 +98 +22
Changes in Assets and
Liabilities
Organization Costs 0 0 0 0
Increase in Current
Liabilites
Officers Advances +575 0 +925 +0
Net cash used in
Operating Activities 0 0 0 0
Cash Flows from
Investing Activities 0 0 0 0
Cash Flows from
Financing Activities
Issuance of Common
Stock 0 0 0 0
Net increase (decrease)
In cash 0 0 0 0
Cash, beginning of
Period 0 0 0 0
Cash, end of period 0 0 0 0
Bepariko BioCom
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(CONTINUED)
Apr 2 1997
Year Ended Year Ended (Inception)
December 31 December 31 to Sept 30
1998 1997 1999
Cash Flows from
Operating Activities
Net Loss $ -30 $ -17,946 $ -18,999
Adjustment to
Reconcile net loss
To net cash provided by
Operating activites
Amortization +30 +22 +150
Changes in assets and
Liabilities
Organization Costs 0 -150 -150
Increase In Current
Liabilities
Officers Advances 0 0 +925
Net cash used in
Operating activities $ 0 $-18,074 $-18,074
Cash Flows from
Investing Activities 0 0 0
Cash Flows from
Financing Activities
Issuance of Common
Stock 0 +18,074 +18,074
Net Increase
(decrease) in cash $ 0 $ 0 $ +0
Cash,
Beginning of period 0 0 0
Cash, End of Period $ 0 $ 0 $ 0
The accompanying notes are an integral part of these financial
statements
Bepariko BioCom
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 1999, December 31, 1998, and December 31, 1997
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized April 2, 1997, under the laws of the State
of Nevada as Bepariko BioCom The Company currently has no operations
and in accordance with SFAS #7, is considered a development company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the accrual method.
Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenue
and expenses during the reporting period. Actual results could differ
from those estimates.
Cash and equivalents
The Company maintains a cash balance in a non-interest-bearing bank
that currently does not exceed federally insured limits. For the
purpose of the statements of cash flows, all highly liquid investments
with the maturity of three months or less are considered to be cash
equivalents. There are no cash equivalents as of September 30, 1999.
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 September 30,
1999, the Company had no dilative common stock equivalents such as
stock options.
Year End
The Company has selected December 31st as its fiscal year-end.
Year 2000 Disclosure
Computer programs that have time sensitive software may recognize a
date using "00" as the year 1900 rather than the year 2000. This could
result in a system failure or miscalculations causing disruption of
normal business activities.
The company's potential software suppliers have verified that they
will provide only certified "Year 2000" compatible software for all of
the company's computing requirements. Because the company's products
and services are sold to the general public with no major customers,
the company believes that the "Year 2000" issue will not pose
significant operational problems and will not materially affect future
financial results.
NOTE 3 - INCOME TAXES
There is no provision for income taxes for the period ended December
31, 1998, due to the net loss and no state income tax in Nevada, the
state of the Company's domicile and operations. The Company's total
deferred tax asset as of December 31, 1998, is as follows:
Net operation loss carry forward $ 17,976
Valuation allowance $ 17,976
Net deferred tax asset $ 0
The federal net operating loss carry forward will expire in 2017 to
2018.
NOTE 4 - STOCKHOLDERS' EQUITY
Common Stock
The authorized common stock of the corporation consists of
100,000,000, shares with a par value $.001 per share.
Preferred Stock
The authorized preferred stock of the corporation consists of
10,000,000 shares with a par value of $0.001 per share.
On July 24, 1997, the Company issued 750,000 shares of its $0.001 par
value common stock in consideration of $18,074.00 in cash to its
directors.
NOTE 5 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities
in the normal course of business. However, the Company does not have
significant cash or other material assets, nor does it have an
established source of revenues sufficient to cover its operating costs
and to allow it to continue as a going concern. The
stockholders/officers and or directors have committed to advancing the
operating costs of the Company interest free.
NOTE 6 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. An
officer of the corporation provides office services without charge.
Such costs are immaterial to the financial statements and accordingly,
have not been reflected therein. The officers and directors of the
Company are involved in other business activities and may in the
future, become involved in other business opportunities. If a specific
business opportunity becomes available, such persons may face a
conflict in selecting between the Company and their other business
interests. The Company has not formulated a policy for the resolution
of such conflicts.
NOTE 7 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
share of common stock.
BARRY L. FRIEDMAN, P. C.
Certified Public Account
1582 TULITA DRIVE OFFICE (702) 361-8414
LAS VEGAS, NEVADA 89123 FAX NO.(702) 896-0278
To Whom It May Concern: December 19, 1999
The firm of Barry L. Friedman, P.C., Certified Public Accountant
consents to the inclusion of their report of November 19, 1999, on the
Financial Statements of Bepariko BioCom, as of September 30, 1999, in
any filings that are necessary now or in the near future with the U.S.
Securities and Exchange Commission.
Very truly yours,
___________________________
/s/Barry L. 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
Of
Bepariko BioCom
Know all men by these present that the undersigned have this day
voluntarily associated ourselves together for the purpose of forming a
corporation under and pursuant to the provisions of Nevada Revised
Statutes 78.010 to Nevada Revised Statues 78.090 inclusive as amended
and state and certify that the articles of incorporation are as
follows:
First: Name
The name of the corporation is Bepariko BioCom, (The "Corporation").
Second: Registered Office and Agent
The address of the registered office of the corporation in the State
Of Nevada is 6425 Meadow Country Drive, Reno, NV, and County of
Washoe. The name and address of the corporation's Resident Agent in
the State of Nevada is Leslie Eslick, at said address, until such time
as another agent is duly authorized and appointed by the corporation.
Third: Purpose and Business
The purpose of the corporation is to engage in any lawful act or
activity for which corporations may now or hereafter be organized
under the Nevada Revised Statutes of the State of Nevada, including,
but not limited to the following:
The Corporation may at any time exercise such rights, privileges, and
powers, when not inconsistent with the purposes and object for which
this corporation is organized;
The Corporation shall have power to have succession by its corporate
name in perpetuity, or until dissolved and its affairs wound up
according to law;
The Corporation shall have power to sue and be sued in any court of
law or equity;
The Corporation shall have power to make contracts;
The Corporation shall have power to hold, purchase and convey real and
personal estate and to mortgage or lease any such real and personal
estate with its franchises. The power to hold real and personal estate
shall include the power to take the same by devise or bequest in the
State of Nevada, or in any other state, territory or country;
The corporation shall have power to appoint such officers and agents
as the affairs of the Corporation shall requite and allow them
suitable compensation;
The Corporation shall have power to make bylaws not inconsistent with
the constitution or laws of the United States, or of the State of
Nevada, for the management, regulation and government of its affairs
and property, the transfer of its stock, the transaction of its
business and the calling and holding of meetings of stockholders;
The Corporation shall have the power to wind up and dissolve itself,
or be wound up or dissolved;
The Corporation shall have the power to adopt and use a common seal or
stamp, or to not use such seal or stamp and if one is used, to alter
the same. The use of a seal or stamp by the corporation on any
corporate documents is not necessary. The Corporation may use a seal
or stamp, if it desires, but such use or non-use shall not in any way
affect the legality of the document;
The Corporation Shall have the power to borrow money and contract
debts when necessary for the transaction of its business, or for the
exercise of its corporate rights, privileges or franchises, or for any
other lawful purpose of its incorporation; to issue bonds, promissory
notes, bills of exchange, debentures and other obligations and
evidence of indebtedness, payable at a specified time or times, or
payable upon the happening of a specified event or events, whether
secured by mortgage, pledge or otherwise, or unsecured, for money
borrowed, or in payment for property purchased, or acquired, or for
another lawful object;
The Corporation shall have the power to guarantee, purchase, hold,
sell, assign, transfer, mortgage, pledge or otherwise dispose of the
shares of the capital stock of, or any bonds, securities or evidence
in indebtedness created by any other corporation or corporations in
the State of Nevada, or any other state or government and, while the
owner of such stock, bonds, securities or evidence of indebtedness, to
exercise all the rights, powers and privileges of ownership, including
the right to vote, if any;
The Corporation shall have the power to purchase, hold, sell and
transfer shares of its own capital stock and use therefor its capital,
capital surplus, surplus or other property or fund;
The Corporation shall have to conduct business, have one or more
offices and hold, purchase, mortgage and convey real and personal
property in the State of Nevada and in any of the several states,
territories, possessions and dependencies of the United States, the
District of Columbia and in any foreign country;
The Corporation shall have the power to do all and everything
necessary and proper for the accomplishment of the objects enumerated
in its articles of incorporation, or any amendments thereof, or
necessary or incidental to the protection and benefit of the
Corporation and, in general, to carry on any lawful business necessary
or incidental to the attainment of the purposes of the Corporation,
whether or not such business is similar in nature to the purposes set
forth in the articles of incorporation of the Corporation, or any
amendment thereof;
The Corporation shall have the power to make donations for the public
welfare or for charitable, scientific or educational purposes;
The Corporation shall have the power to enter partnerships, general or
limited, or joint ventures, in connection with any lawful activities.
Forth: Capital Stock
Classes and Number of Shares. The total number of shares of all
classes of stock, which the corporation shall have authority to issue
is One Hundred Ten Million (110,000,000), consisting of One Hundred
Million (100,000,000) shares of Common Stock, par value of $0.001 per
share (The "Common Stock") and Ten Million (10,000,000) shares of
Preferred Stock, which have a par value of $0.001 per share (the
"Preferred Stock").
2. Powers and Rights of Common Stock
(a) 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;
(b) 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;
c Dividends and Distributions
(i) 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;
(ii) 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;
(iii) 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;
3. 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.
4. 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.
5. 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: tockholder 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
BEPARIKO
Paientverwertungs Gesellschaft (Gbr)
Alfons Behnke
Fingerabdruck Sch1usselsystem Mitglied der Geschaftsleitung
Ihre Personlichkeit (Entwicklung und Technik)
Weitweit Sicherheit
Georg - Schudt Str. 3
61350 Bad Homburg v.d.Hohe
TELEFON: 06172-37819
FAX: 06172:37283
Ihre Zeichen/ihre Nachricht vom Unsere Zeichen/Unsere Nachricht vom
telefon
Betreff: GENERAL POWER OF ATTORNEY
Hereby the signatory Alfons Behnke,
patent-holder and main shareholder of
BEPARICO BioCom Germany is granting
Mr. Tino Di Pane
General Power OF Attorney which entitles him
to negotiate take decisions any possible agreements
on behalf of BEPARICO BioCom Germany.
This includes all decisions and activities regarding
BEPARICO BioCom USA.
Signature
Alfons Behnke
s/Alfons Behnke
Director of BEPARICO BioCom
Amtsgericht In das Handelsregister Bad Homburg v.d.Hohe
Original On File
EXHIBIT 4
Exclusive Worldwide Licensing Agreement for the right to use German
Patent Number 43 22 445
BEPARIKO
Paientverwertungs Gesellschaft (Gbr)
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
MOBIEL: 0172-6922199
FAX: 06172:37283
Ihre Zeichen/ihre Nachricht vom Unsere Zeichen/Unsere Nachricht vom
telefon
BE 31.03.1997
Betreff:
This authorization is granted from Bepariko BioCom GbR to Bepariko
BioCom, a Nevada Corporation, for the unrestricted and Exclusive Right
to Use of all those rights and privileges granted within the Patent
Nr. 43 22 445 given by the Bundesrepublik Deutschland to Bepariko
BioCom GbR.
This authorization is to be considered a Licensing Agreement as well
as the unrestricted and Exclusive Right to Use of all those rights and
privileges granted within the Patent Nr. 43 22 445 given by the
Bundesrepublik Deutschland to Bepariko BioCom GbR. Further, this
Licensing Agreement and Exclusive Right to Use is existing to
perpetuity.
This authorization also extends to any modification, alteration and/or
any new patent being granted to Bepariko BioCom GbR or any successor
or survivor thereof.
America.
/s/Tino Di Pane /s/Dorthee Montgomery
Tino Di Pane Dorthee Montgomery
Attorney in Fact and Shareholder Witness
State Of Nevada }
}SS
County Of Clark }
On this 11th day of April 1997, before me, the undersigned, a Notary
Public in and for said State, personally appeared Tino Di Pana &
Dorthee Montgomery personally known to me (or proved to me on the
basis of satisfactory evidence) to be the person who described his
name to the foregoing document and acknowledged to me that he executed
the same freely and voluntarily and for the use and purpose therein
mentioned.
By: /s/G. A. Nobil
Notary Public in and for said County and State
Notary Sealed
Original on file
My Appointment expires Sept. 11, 1998
Shawn F. Hackman
A Professional Corporation
Shawn Hackman, Fsq. 3360 West Sahara
Brian F. Faulkner, Esq.* Suite 200
Admitted California Only Las Vegas, NV 89102
Richard A. Prato, Esq. Office (702) 732-2253
David H. Jarvis, Esq.* Fax (702) 732-7516
Admitted Michigan Only
November 17, 1999
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Bepariko Biocom. - Form SB-2
Dear Sir/Madam:
We have acted as counsel to Mirex, Inc., a Nevada corporation
("Company "), in connection with its Registration Statement on
Form SB-2 relating to the registration of 5,000,000 shares of its
common stock ("Shares"), $0.001 par value per Share, at a maximum
offering price of $0.004 per Share.
In our representation we have examined such documents, corporate
records, and other instruments as we have deemed necessary or
appropriate for purposes of this opinion, including, but not limited
to, the Articles of Incorporation and Bylaws of the Company.
Based upon the foregoing, it is our opinion that the Company is
duly organized and validly existing as a corporation under the laws of
the State of Nevada, and that the Shares, when issued and sold, will be
validly issued, fully paid, and non-assessable.
We hereby consent to the use of this opinion as an exhibit to
Statement.
Sincerely,
/s/Shawn F. Hackman
Shawn F. Hackman, Esq.
