U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OF 1933
BEPARIKO BIOCOM
(Name of Small Business Issuer in its charter)
Nevada 7382 88-0426887
(State or Jurisdiction (Primary (IRS Employer
of Incorporation or Standard Identification
Organization) Industrial
Classification
Code
Number)
8452 Boseck Drive, Suite 272, Las Vegas, Nevada
89145; (702) 228-4688
(Address and telephone number of Registrant's
principal executive offices and principal place
of business)
Lewis Eslick, President, 8452 Boseck Drive, Suite
272, Las Vegas, Nevada 89145; (702) 228-4688
(Name, address, and telephone number of agent for
service)
Approximate date of proposed sale to the public:
As soon as practicable after this Registration
Statement becomes effective.
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the
Securities Act, please check the following box and
list the Securities Act registration number of the earlier
effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant
to Rule 462(c) under the Securities Act, check the following box
and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering.
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and
list the Securities Act registration statement number of
the earlier effective registration statement for the
same offering.
If the delivery of the prospectus is expected to be made
pursuant to Rule 434, check the following box.
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed Amount of
each class be registered maximum maximum reg fee
of securities offering aggregate
to be price per offering
registered unit price
Common
shares 5,000,000 $0.004 $20,000.00 $350.00
The registrant hereby amends this registration
statement on such date or dates as may be
necessary to delay its effective date until the
registrant shall file a further amendment which
specifically states that this registration
statement shall thereafter become effective in
accordance with Section 8(a) of the Securities
Act of 1933 or until the registration statement
shall become effective on such date as the
Commission, acting pursuant to said Section 8(a),
may determine.
PART I. INFORMATION REQUIRED IN PROSPECTUS
Initial Public Offering Prospectus
Bepariko BioCom
Multi-Fingerprint Identification Systems
5,000,000 Shares Common Stock
$0.004 per Share
Bepariko BioCom
8452 Boseck Drive
Suite 272
Las Vegas, NV 89145
We have acquired the exclusive licensing agreement for the
worldwide use of an electronic digital multi- fingerprint
identification system. This system provides personal security
for Credit Cards, ATM cards, Medical Insurance Cards and Anti
Theft systems for Home and Automobile.
The Offering
Per Share Total
Public Price $0.004 $20,000
Underwriting
Discounts $0.000 0.000
Proceeds to
Bepariko BioCom $0.004 $20,000
This is our Initial Public Offering and no public market
currently exists for our shares. The offering price may not
reflect the market price of our shares after the offering.
This investment involves a high degree of risk. You should
purchase shares only if you can afford a complete loss. See
"Risk Factors" on page 1.
Neither the Securities and Exchange Commission nor any State
Securities Commission has approved nor disapproved these
securities, or determined if this prospectus is truthful or complete.
This prospectus does not constitute an offer to sell or a
solicitation to buy securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.
A maximum of 5,000,000 shares may be sold on a "best-efforts"
basis. All of the proceeds from the sale of shares will be placed
in an interest-bearing escrow account by 12 o'clock noon of the
fifth business day after receipt thereof, until the sum of
$15,000.00, the minimum offering, is received. If less than
$15,000.00 is received from the sale of the shares within 120 days of
the date of this prospectus, the offer will remain open for another
120 days after which all proceeds will be refunded promptly to
purchasers with interest and without deduction for commission or
other expenses. Subscribers will not be able to obtain return of
their funds while in escrow.
No sales commission will be paid in connection with the sales of
these shares.
The net proceeds to Bepariko is before the payment of certain
expenses in connection with this offering. These expenses are
explained in the Use of Proceeds section of this prospectus.
Table of Contents Page
Prospectus Summary 1
Risk Factors 1
Use of Proceeds 3
Determination of Offering Price 4
Dilution 4
Plan of Distribution 4
Legal Proceedings 5
Directors, Executive Officers, Promoters and
Control Persons 5
Security Ownership of Certain Beneficial Owners
And Management 7
Description of Securities 7
Interest of Named Experts and Counsel 8
Disclosure of Commission Position on
Indemnification for Securities Act Liabilities 8
Organization within last five years 9
Description of Business 9
Plan of Operation 13
Description of Property 13
Certain Relationships and Related Transactions 13
Market for Common Equity and Related Stockholder
Matters 14
Executive Compensation 14
Changes in and disagreements with accountants
on Accounting and Financial Disclosure 14
Financial Statements 15
PROSPECTUS SUMMARY
The Company
Bepariko BioCom ("Company") is a Nevada corporation formed
on April 2, 1997. The Company's offices are located at 8452 Boseck
Drive, Suite 272, Las Vegas, Nevada 89145; (702) 228-4688.
The first year goal of Bepariko BioCom is to have a minimum of 6
major contracts with internationally recognized customers. Due to the
ever-increasing use of the Internet and the ability to purchase on
line we believe are product can be integrated into current technology
to provide security for the buyers. Initial contacts have been made
with Unisys Corporation, Biometric Tracking, Siemens AG (Germany), RJM
Rheinmetal Jena, (Germany), Lufthansa (Germany), El Al Airlines and
Bode Panzer Safes (Europe). Bepariko will continue discussions with
these and other interested companies to complete a contract or contracts.
Our company may be offered an opportunity to joint venture with one or
more of these companies to assist in furthering our business plans.
The possibility of contracts or joint ventures vary from alien
identification ID Cards, entrance to Airline Secured areas, Corporate
Security and Military applications.
It is our intention to continue negotiations with major industrial
companies that have expressed a desire to incorporate the use of our
patent into their operation systems. For the right to use
the patent a facilitation charge will be paid. Thereafter 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 the worldwide markets available at these trade shows.
The Offering
If a maximum offering there will be 5,000,000 shares of common stock
outstanding.
If the minimum offering there will be 3,750,000 shares of common stock
outstanding.
There are no derivative shares outstanding.
Shares of the Company will be offered at $0.004 per Share. See
"Plan of Distribution, page. The minimum purchase required of an
investor is $300.00. If all the shares offered are sold the
net proceeds to Bepariko will be $20,000.00 less certain costs
associated with this offering. See "Use of Proceeds." This balance
will be used as working capital.
RISK FACTORS
Lack of Prior Operations and Experience
Bepariko is newly reorganized, has no revenues from operations
and has no assets. There can be no assurance that our company will
generate revenues in the future; and there can be no assurance that
Bepariko will operate at a profitable level. See "Business and Properties."
If the Company is unable to obtain customers and generate sufficient
revenues so that it can operate profitably, Bepariko's business will not
succeed. In such event, investors in the shares may lose their entire
cash investment.
Reliance on Management
Bepariko's success is dependent upon the hiring of key technical personnel.
We will search the computer industry areas such as the Silicon Valley
in California and Redmond Washington to locate key personnel knowledgeable
in computer software engineering and computer system analysts. The
management of the company has had discussions with the heads of various
Internet Companies that require security for shopping on line. These
companies have employed personnel to design and implement their systems.
The heads of these companies have referred these technicians to Bepariko
BioCom and will continue to assist us in locating qualified technicians.
With respect to the management of Bepariko, the officers and directors
of the Company will make all decisions. Investors will only have rights
associated with minority ownership interest rights to make decisions
which may effect the Company. The success of Bepariko, to a large
extent, will depend on the quality of its directors and officers.
Accordingly, no person should invest in the shares unless he is willing
to entrust all aspects of management to the officers and directors of
Bepariko.
Conflicts of Interest
Mr. Lewis Eslick devotes approximately 20 hours weekly 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 to which require
portions of their time. They do not have any investments or ownership
in other companies that could pose a conflict with Bepariko.
Additional Financing May Be Required
If all of the 5,000,000 shares offered are sold, the funds available
to Bepariko may not be adequate for it to be competitive in the areas in
which it intends to operate. There is no assurance that additional
funds will be available from any source when needed by our company for
expansion; and, if not available, Bepariko may not be able to expand
its operation as rapidly as it could if financing were available. The
proceeds from this offering are expected to be sufficient for Bepariko
to become operational, and develop and market its line of services.
Additional financing could come in the form of debt/preferred stock.
If additional shares were issued to obtain financing, investors in this
offering would suffer a dilutive effect on their percentage of stock
ownership in Bepariko. The book value of their shares would not be diluted,
provided additional shares were sold at a price greater than that paid
by investors in this offering. Our company does not anticipate having
within the next 12 months any cash flow or liquidity problems
Purchases by Affiliates
There is no intent or plan for the affiliates of the company to
acquire any additional shares of the Company's Common Stock to reach
the minimum offering.
Arbitrary Offering Price.
The offering price of the shares bears no relation to book value,
assets, earnings, or any other objective criteria of value. Bepariko has
arbitrarily determined the share price. There can be no assurance that,
even if a public trading market develops for the Company's securities, the
shares will attain market values commensurate with the offering price.
No Public Market for Company's Securities.
Prior to the offering, there has been no public market for the shares
being offered. There can be no assurance that an active trading market will
develop or that purchasers of the shares will be able to resell their
securities at prices equal to or greater than the respective initial public
offering prices. The market price of the shares may be affected
significantly by factors such as announcements by Bepariko or its competitors,
variations in Bepariko's results of operations, and market conditions in the
retail, electron commerce, and Internet industries in general.
Movements in prices of stock may also affect the market price in general.
As a result of these factors, purchasers of the shares offered hereby
may not be able to liquidate an investment in the shares readily or at all.
Uncertainty Due to Year 2000 Problem.
The Year 2000 issue arises because many computerized systems use two
digits rather than four to identify a year. Date sensitive systems
may recognize the year 2000 as 1900 or some other date, resulting in
errors when information using the year 2000 date is processed. In addition,
similar problems may arise in some systems which use certain dates in 1999
to represent something other than a date. The effects of the Year 2000
issue may be experienced before, on, or after January 1, 2000, and if not
addressed, the impact on operations and financial reporting may range
from minor errors to significant system failure which could affect
Bepariko's ability to conduct normal business operations. This creates
potential risk for all companies, even if their own computer systems are
Year 2000 compliant. It is not possible to be certain that all aspects
of the Year 2000 issue affecting our company, including those related to
the efforts of customers, suppliers, or other third parties, will be fully
resolved.
The Company's Year 2000 plans are based on management's best estimates.
Based on currently available information, management does not
believe that the Year 2000 issues will have a material adverse impact
on Bepariko's financial condition or results of operations; however,
because of the uncertainties in this area, no assurances can be given in
this regard.
USE OF PROCEEDS
Following the sale of the 5,000,000 shares offered by Bepariko there
will be a gross proceeds of $20,000 (less certain expenses of
this offering). These proceeds will be used to provide start-up and
working capital for the Company.
The following table sets forth the use of proceeds from this offering
(based on the minimum and maximum offering amounts):
Use of Proceeds Minimum Offering Maximum Offering
Amount Percent Amount Percent
Transfer Agent Fee 600.00 4.0 % 800.00 4.0 %
Printing Costs 500.00 3.3 % 800.00 4.0 %
Legal Fees 7,500.00 50.0 % 7,500.00 37.5 %
Accounting Fees 575.00 3.8 % 575.00 2.9 %
Sales Commissions 0.00 0.0 % 0.00 0.0 %
Working Capital 5,825.00 38.8 % 10,325.00 51.6 %
Total 15,000.00 100.0 % 20,000.00 100.0 %
Management anticipates expending these funds for the purposes
indicated above. To the extent that expenditures are less than projected, the
resulting balances will be retained and used for general working capital
purposes or allocated according to the discretion of the board of
directors. Conversely, to the extent that such expenditures require the
utilization of funds in excess of the amounts anticipated, supplemental
amounts may be drawn from other sources, including, but not limited to,
general working capital and/or external financing. The net
proceeds of this offering not expended immediately may be deposited in
interest or non-interest bearing accounts, or invested in government
obligations, certificates of deposit, commercial paper, money market mutual
funds, or similar investments.
DETERMINATION OF OFFERING PRICE
The offering price is not based upon Bepariko's net worth, total asset
value, or any other objective measure of value based upon accounting
measurements. The offering price is determined by the board of
directors of Bepariko and was determined arbitrarily based upon the
amount of funds needed by the Company to start-up the business, and the
number of shares that the initial shareholders were willing to allow to be
sold.
DILUTION
Bepariko's Certified Public Account reporting on costs of start-up
activities is in compliance with "SOP 98-5". Start-up costs and
organizational costs are expensed as they are incurred.
"Dilution" is the difference between the public offering price of a
security and its net tangible book value per share immediately after the
offering, giving effect to the receipt of net proceeds in the offering.
As of October 14, 1999, the net tangible book value of the Company
was $3,000.00 or $0.004 per Share. Giving effect to the sale by Bepariko
of all offered shares at the public offering price, the pro forma net
tangible book value of the Company would be $23,000.00 or $0.004 per
Share, which would represent an immediate increase of $0 in net
tangible book value per share and $0 per share dilution per share to
new investors. Dilution of the book value of the shares may
result from future share offerings by the Company.
The following table illustrates the pro forma per
share dilution:
Assuming Maximum
Shares Sold
Offering Price (1) $0.004
Net tangible book value per
share before Offering (2) $0.004
Increase Attributable to
purchase of stock by new
investors (3) $0
Net tangible book value per
Share after offering (4) $0.004
Dilution to new investors (5) $0
Percent Dilution to new
investors (6,7) 0%
PLAN OF DISTRIBUTION
Bepariko will sell a maximum of 5,000,000 shares of its common stock,
par value $.001 per share to the public on a "best efforts" basis. The
minimum purchase required of an investor is $300.00. There can be no
assurance that any of these shares will be sold. The gross proceeds to
Bepariko will be $20,000.00 if all the shares offered are sold. Bepariko
or any of its principals will pay no commissions or other fees,
directly or indirectly, to any person or firm in connection with
solicitation of sales of the shares. Certain costs are to be paid in
connection with the offering and they are shown under "Use of Proceeds".
Opportunity to Make Inquiries.
Bepariko will make available to each Offeree, prior to any sale of the
shares, the opportunity to ask questions and receive answers concerning
any aspect of the investment. The Offeree may obtain any additional
information contained in this Memorandum, to the extent that our company
possesses the requested information or can acquire it without unreasonable
effort or expense.
Execution of Documents.
Each person desiring to subscribe to the shares must complete, execute,
acknowledge, and deliver to Bepariko a subscription agreement. The
subscription will contain, among other provisions, representations as to
the investor's qualifications to purchase the common stock and his ability
to evaluate and bear the risk of an investment in our company. By
executing the subscription agreement, the subscriber is agreeing that if
accepted by Bepariko, he will be a shareholder in our company and will
be bound by the articles of incorporation and the bylaws of Bepariko in
the form attached to this prospectus.
Promptly upon receipt of the subscription documents by Bepariko, a
determination will be made as to whether a prospective investor will be
accepted as a shareholder in our company. We may reject a subscriber for
any reason. Subscriptions will be rejected for failure to conform to the
requirements of this prospectus or the failure to follow the proper
subscription procedure, insufficient documentation, over subscription to
Bepariko, or other reasons as our company determines to be in its best
interest. If a subscription is rejected, in whole or in part,
the subscription funds, or portion thereof, will be promptly returned to
the prospective investor without interest by depositing a check, made
payable the investor, in the amount of his funds in the United States
mail, certified returned-receipt requested. Subscriptions may not be
revoked, cancelled, or terminated by the subscriber, except as provided
by the terms of this prospectus
LEGAL PROCEEDINGS
Bepariko is not a party to any material pending legal proceedings and,
to the best of its knowledge, no action by or against the Company
has been threatened.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS,AND CONTROL PERSONS
The names, ages, and respective positions of the directors, officers,
and significant employees of Bepariko are set forth below. These people
have held their positions since May 19, 1999. There are no other persons
who can be classified as a promoter or controlling person of the Company.
Lewis Eslick .
Mr. Eslick, age 61. 1991 - Present: Mr. Eslick has been a Director and
President of the issuer since its inception December 3, 1991. Since
August of 1995 he has been an owner and served as
Geschaeftsfuehrer (Managing Director) of Xaxon Immobilien und Anlagen
Consult GmbH. Under Mr. Eslick's direction the company was awarded full
34-C License, which allows every business except banking operations.
The Company consults with major development companies of the European
Economic Community and the United States.
Prior to that Mr. Eslick was Chief Executive Officer of Travel Masters.
Under his direction he developed strategy, Pro-forma and the
structure to establish a central reservation complex to replace Airline
City Ticketing Offices utilizing Electronic Ticket Delivery Networks
(ETDN).
From 1986 to 1993 he was Chief Executive Officer of Mirex, Inc. While
serving as President of this international consulting firm, was responsible
for several successful negotiations on behalf of Bechtel Engineering and
Minerals including the following:
A twelve berth harbor to accommodate ocean cargo vessels of up to 50,000 DWT.
At Mawan Harbor, the mouth of the Pearl River.
The Shenzhen Petro-Chemical Refinery with an operating capacity of 68,000
barrels per day.
Arranged financing for the Mawan Port Facility with the assistance of
Triad Enterprises S.A., Banco Arabe de Espanole, secured a Bank
Commitment in the amount of $375,000,000 USD with very favorable interest
rates and set off payments of the principal for the projects.
Industrial Development Revenue Bond negotiated with the State of Nevada
on behalf on Mirex, Inc. in the amount of $12,000,000 USD for special
projects.
From 1983 to 1986 Mr. Eslick conceptualized and delivered to E.F. Hutton
the plan for what is now known as Reservoir Inadequacy Insurance. The
method by which investors are protected against inadequate oil reserves
or dry wells. Developed and co-authored with Lloyds of London, the
syndication that backed the policies.
From 1981 to 1983: He was the project manager for Rosendin Electric
overseeing the complete wiring of the building that tracks the Space
Shuttle for Lockheed;
From 1979 to 1981 he served as the Managing Director of Interface
lndrocarbuare, Inc. S.A. A Corporation with offices in Geneva,
Switzerland, and Konigswinter, West Germany that actively traded in
the international spot oil market.
From 1955 to 1958 he served in the US Navy as an Aviation Electronics
Technician. Honorable Discharge.
Paul Eslick
Mr. Eslick, age 64. Mr. Eslick has been retired. During his retirement
Mr. Eslick has been active in the purchase and sale of antique furniture,
antique glassware and other antique collectibles. Mr. Eslick has also dealt
in antique art and the history of various antique and early American
arts.
1993 to 1995: Mr. Eslick was employed at Mize Automotive Service where
he worked as the senior mechanic specializing in automotive electronics
and electrical systems.
1986 to 1993: Mr. Eslick was self in the Automotive Service Industry.
He primarily worked on the electronic components and electrical
systems of various makes of automobiles.
1973 to 1986: Mr. Eslick was employed at Sills Automotive where he initially
worked as a line mechanic and was promoted to Service Manager. In
his employment in this position he exhibited leadership skills and
superior job scheduling abilities.
1956 to 1972: Mr. Eslick started as a line mechanic and was promoted to
Chief Maintenance Mechanic and later to Assistant Service Manager
for the United States Naval Air Station, Alameda, California.
Military: July 1951 to 1955 United States Air Force Aviation Maintenance,
Jet Engine Specialist
PATSY HARDING
Patsy Harding, Age 58. 1996 to present Mrs. Harting is been a Phlebotomist
working in the Intensive Care Unit and the laboratory at Inlow Hospital,
Chico, California. Mrs. Harting's duties consist of the normal activities
associated with the care of the critically ill and post surgery patients.
Prior to that, during the years from 1983 until 1996, Mrs. Harting was the
owner of PJ's Red Onion a very successful restaurant located at
6047 Clark Road, Paradise California. She operated a thriving business and
supplied Specialty Pies to the largest restaurants in Chico and Orville
California for over twelve years. Mrs. Harting sold her business interests
in the early part of 1996.
Mrs. Harting has never served as an Officer or Director of any Publicly
traded Company.
Education: Nurses Training, Oakland, California
and Doctors Office Assistant, Oakland California.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the date of
this prospectus, the outstanding shares of common
stock of Bepariko. The people listed below
owned of record, or beneficially owned more than
5% of our company's common stock. Included are
the names and shareholdings of each officer and
director.
Title of Name of Beneficial Amount and Percent of
Class Owner Nature of Class
Beneficial
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%
Other than the shares owned by Lewis Eslick and
Paul Eslick none of the other officers or
directors of the Company own any of the shares.
None of the officers, directors or existing
shareholders has the right to acquire any amount
of the shares within sixty days from options,
warrants, rights, conversion privilege, or
similar obligations.
DESCRIPTION OF SECURITIES
General Description
The securities being offered are shares of common
stock. The articles of incorporation authorize
the issuance of 100,000,000 shares of common
stock, with a par value of $0.001.
The holders of the Shares:
Have equal ratable rights to dividends from funds
legally available when declared by the board of
directors.
Are entitled to share ratably in all of the
assets of the Company when available for
distribution upon winding up of the affairs of
the Company.
Do not have preemptive subscription or conversion
rights and there are no redemption or sinking
fund applicable,
Are entitled to one non-cumulative vote per share
on all matters on which shareholders may vote at
all meetings of shareholders.
These securities do not have any of the following
rights:
Cumulative or special voting rights;
Preemptive rights to purchase in new issues of
shares;
Preference as to dividends or interest;
preference upon liquidation; or
Any other special rights or preferences.
In addition, the Shares are not convertible into
any other security.
There are no restrictions on dividends under any
loan other financing arrangements or otherwise.
Non-Cumulative Voting
The holders of shares of common stock of Bepariko
do not have cumulative voting rights, which means
that the holders of more than 50% of outstanding
Shares, voting for the election of directors, can
elect all of the directors to be elected, if they
so choose. The holders of the remaining shares
will not be able to elect any of Bepariko's
directors.
Dividends
Bepariko does not currently intend to pay cash
dividends. Our proposed dividend policy is to
make distributions of its revenues to its
stockholders when the Company's board of
directors deems distributions appropriate.
Because Bepariko does not intend to make cash
distributions, potential shareholders would need
to sell their shares to realize a return on their
investment. There can be no assurances of the
projected values of the shares, nor can there be
any guarantees of the success of our company.
A distribution of revenues will be made only
when, in the judgment of Bepariko's board of
directors, it is in the best interest of our
stockholders to do so. The board of directors
will review the investment quality and
marketability of the securities considered for
distribution;
Tthe impact of a distribution of the investee's
securities on its customers,
Joint venture associates,
Management contracts, other investors, financial
institutions,
Company's internal management,
The tax consequences and the market effects of an
initial or broader distribution of such
securities.
Possible Anti-Takeover Effects of Authorized but
Unissued Stock
Upon the completion of this offering, Bepariko's
authorized but unissued capital stock will
consist of 95,000,000 shares (assuming the entire
offering is sold) of common stock. One effect of
the existence of authorized but unissued capital
stock may be to enable the board of directors to
render more difficult or to discourage an attempt
to obtain control of our company by means of a
merger, tender offer, proxy contest to protect
the continuity of Bepariko's management. If, the
board of directors were to determine that a
takeover proposal was not in Bepariko's best
interests, shares could be issued by the board of
directors without stockholder approval in one or
more private placements. Other transactions might
prevent, or render more difficult or costly,
completion of a takeover transaction by diluting
the voting or other rights of the proposed
acquirer or insurgent stockholder or stockholder
group, by creating a substantial voting block in
institutional or other hands that might undertake
to support the position of the incumbent board of
directors, by effecting an acquisition that might
complicate or preclude the takeover.
Transfer Agent
The Company has engaged the services of Pacific
Stock Transfer Company, P.O. Box 93385 Las Vegas,
Nevada 89193 (702) 361-3033 Fax (702) 732-7890
INTEREST OF NAMED EXPERTS AND COUNSEL
No named expert or counsel was hired on a
contingent basis, will receive a direct or
indirect interest in the small business issuer,
or was a promoter, underwriter, voting trustee,
director, officer, or employee of the small
business issuer.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
No director of Bepariko will have personal
liability to the Company or any of its
stockholders for monetary damages for breach of
fiduciary duty as a director involving any act or
omission of any such director since provisions
have been made in the articles of incorporation
limiting such liability. The foregoing
provisions shall not eliminate or limit the
liability of a director
For any breach of the director's
duty of loyalty to the Company or its stockholders,
For acts or omissions not in good faith or, which
involve intentional misconduct or a knowing
violation of law,
Under applicable Sections of the Nevada Revised
Statutes,
The payment of dividends in violation of Section
78.300 of the Nevada Revised Statutes or,
For any transaction from which the director
derived an improper personal benefit.
The by-laws provide for indemnification of the
directors, officers, and employees of Bepariko
and in most cases for any liability suffered by
them or arising out of their activities as
directors, officers, and employees of the Company
if they were not engaged in willful misfeasance
or malfeasance in the performance of his or her
duties; provided that in the event of a
settlement the indemnification will apply only
when the board of directors approves the
settlement and reimbursement as being for the
best interests of Bepariko. The by-laws limit
the liability of directors to the maximum extent
permitted by Nevada law (Section 78.751).
The officers and directors of Bepariko are
accountable to the Company as fiduciaries, which
means they are required to exercise good faith
and fairness in all dealings affecting the
Company. In the event that a shareholder
believes the officers and/or directors have
violated their fiduciary duties to Bepariko, the
shareholder may, subject to applicable rules of
civil procedure, be able to bring a class action
or derivative suit to enforce the shareholder's
rights, including rights under certain federal
and state securities laws and regulations to
recover damages from and require an accounting by
management. Shareholders who have suffered
losses in connection with the purchase or sale of
their interest in Bepariko in connection with a
sale or purchase, including the misapplication by
any officer or director of the proceeds from the
sale of these securities, may be able to recover
losses from the Company.
The registrant undertakes the following:
Insofar as indemnification for liabilities
arising under the Securities Act of 1933 (the
"Act") may be permitted to directors, officers
and controlling persons of the small business
issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been
advised that in the opinion of the Securities and
Exchange Commission such indemnification is
against public policy as expressed in the Act and
is, therefore, unenforceable.
ORGANIZATION WITHIN LAST FIVE YEARS
The names of the promoters of the registrant are
the officers and directors as disclosed elsewhere
in this Form SB-2. None of the promoters have
received anything of value from the registrant.
DESCRIPTION OF BUSINESS
Executive Summary
Bepariko BioCom, a Nevada Corporation, holds
worldwide patent rights for electronic multiple
fingerprint recognition procedures and systems.
Bepariko BioCom provides the digitization of all
ten of the users fingers encoded onto a database
with the key fingerprint stored on the users
corresponding smart card.
The patent license granted Bepariko, covers the
digitization of all ten of the users fingerprints
into a database with a corresponding smart card
also containing all the users fingerprints. The
patent is both objective and subjective.
Objectively the patent application uses all ten
of the users' fingerprints, subjectively the user
may select which fingers he wishes to use for
their personal identification code, and they may
selectively substitute other fingers for his
access security code.
Bepariko BioCom was founded for the purpose of
providing unparalleled security for access codes.
Multi-fingerprint access codes provide absolute
security in a multitude of applications.
The security for card users is accomplished by
digitizing all ten of the users fingerprints
encoded onto a database with the key fingerprint
stored on the users corresponding smart card. The
key fingerprint gains access to the doorway of
the database, which than allows the card user to
select his personal identification coded
fingerprints for absolute identification. These
fingerprints may also be stored in a remote
access control database. To use the card, the
user must pass his card through a normal magnetic
card reader and place his personal identification
coded fingers onto the fingerprint reader. When
the personal identification coded fingers and the
database match those of the user, access is
granted. If there is no match, access is denied.
The following are some of the most apparent ways
that the patent could be applied:
Consumer Credit Card Companies, suffer monumental
annual losses due to stolen, lost and fraudulent
credit cards. The multi-fingerprint access codes
provide absolute security for these credit cards
and the issuing Companies.
Hotel and Hotel/Casino applications, the database
for the system is kept on the premises with the
capabilities to integrate with other database
applications worldwide through existing
communication satellites. The guest's
fingerprints are recorded at the registration
desk upon his arrival. Thereafter, the guest
will access his room or he can make purchases by
the use of his fingerprint in a fingerprint
reader. For casino applications a fingerprint
reader attached to the gaming machines and gaming
tables allows the guest to participate in gaming
activities and charge those activities to the
credit card he used upon his arrival.
Bank ATM cards currently require access numbers
or pin numbers to access the customers account.
The multi-fingerprint access codes provide
absolute security for the ATM card user and the
banks issuing the cards. The authorized user
encodes his fingerprints onto the ATM card with a
duplicate into the databases of the banks. Upon
the electronic match of the fingerprints the user
accesses his account. If there is no match,
entry to the account is denied.
Identification Cards for medical insurance
coverage's currently have no security. According
to the New England Journal of Medicine and the US
Congressional Committee, March 1995 there is $75
to $80 billion estimated as fraudulent charges in
Medical Insurance Coverage's annually. A multi-
fingerprint access coded medical identification
card would provide absolute security against
fraudulent use in this industry.
Computer access through the use of the multi-
fingerprint access codes would provide absolute
security in this industry. This could also be
adapted to Internet credit card purchases without
fear of misuse of the credit card.
Remote and access controls governed through the
use multi-fingerprint access codes provides
absolute security in these applications.
Military requirements provide the possibility for
various uses of the multi-fingerprint access
coded systems
Automobile locking systems and automobile anti-
theft systems can incorporate the multi-
fingerprint access codes through the onboard
computer already on the automobile.
Company /Business Summary
This is a business that is organized as an
International Corporation; a business to be owned
by the public at large and operated in accordance
the directives of the Board of Directors.
Bepariko's management is committed to continually
maintain, develop, and enhance its system to meet
the changing processing needs of industry. In
developing its service products, Bepariko will be
stressing responsiveness to the needs of its
clients through client contact and customer
service.
Security provision and administrative costs have
significantly escalated over the past years. The
administrative offices of security systems
worldwide have tried many methods of reducing
these costs. There are visual signature
comparisons, multiple identification comparisons
and photographic image comparisons. These
methods incorporate the possibility of human
error. Nearly everyone recognizes the potential
of new technologies to improve security,
eliminate human error and lower costs.
Bepariko recognizes that costs related to lose
theft and fraudulent use of cards and access
systems amount to billions of dollars annually.
These loses give rise to the current dilemma of
security and costs which then percolate down to
manifest in a myriad of additional problems. Some
of the cost problems evident in the consumer
products industry are distinguished in the
following categories:
Bepariko Multi-fingerprint access coded systems
provide absolute security in these and many other
applications. Bepariko provides an economical
high quality business solution to lowering costs,
preventing fraudulent uses and providing absolute
security. Building of new database systems is not
required for these applications. However,
cooperation, equanimity, and the conviction that
Bepariko's Multi-fingerprint access codes will
lower and then contain loses in these fields
through theft and fraud. The focus must be on
reforming the identification systems for the
users.
To best impact the markets and achieve the goal
of lowering costs due to loses from fraud and
theft it was determined early on that providers
needed immediate relief from these financial
burdens. It is therefore imperative to
personalize the user card within a safe security
system that eliminates the possibility of human
error. Therefore, that system must identify the
user by connecting the card to a database system
that identifies the User as the card owner.
Simply, the system will operate as a security
manager that will connect users to database
systems for the purpose of authorizing use,
service, or purchase of the User. The
computerized system will work in a similar manner
to existing systems, i.e., the information
exchange requirement between the Card Reader with
its fingerprint cradle, the Provider and the User
is known.
Patent History Overview
The patent of the multi-fingerprint recognition
systems and registered the patent with the
Federal Republic of Germany under patent number
43 22 445. The patent was granted on June 7,
1993. Following the granting of the patent in
Germany it was registered, filed for and granted
throughout the nations of the European Economic
Community. This was followed by the registration
of the patent in the United States of America and
many industrialized nations of the world.
Mr. Eslick elected to file Bepariko BioCom as a
Nevada corporation, so that it could be granted
the exclusive licensing agreement. A set dollar
amount was not determined regarding the value of
this agreement.
Mr. Alfons Behnke, the patent owner, sent Mr.
Tino Di Pana to the United States with full power
of attorney to grant the exclusive licensing
agreement to Bepariko BioCom, Nevada. On April
11, 1997 our company was granted, in perpetuity,
the unrestricted exclusive right to use of all
the rights and privileges granted within Patent
43 22 445 given by the Federal Republic of
Germany. It was verbally agreed that a
percentage of any net profits earned by our
company, through the use of the patent, would be
paid to the patent owner. This percentage would
to be determined on a contract by contract basis
and would not exceed 10% as a maximum cost to
Bepariko.
Product / Service and Competition
There are no natural marketplace controls for
security systems that will significantly lower
costs due to theft and fraud. The Bepariko's
business plan is specifically designed to create
this common marketplace. By establishing working
relationships with the current providers of
services requiring ultimate security Bepariko can
integrate its security systems into existing
databases. This will bring about a dramatic
decrease in loses due to theft and fraud. This
integration can be accomplished very rapidly by
incorporating existing systems and programs with
the Bepariko patent.
This will require the installation of new card
readers that incorporate the fingerprint
identification cradle. It was determined early on
that there would be a cost involved in replacing
current card readers. This cost would be minor
when compared the savings in losses due to theft
and fraud.
We have attended security trade shows such as
Secure-Tech and Card-Tech to introduce our
product to a wide sector of the market. We will
continue to display and demonstrate our product
to potential markets available at these trade
shows.
COMPANY BACKGROUND
Business History
The founders of Bepariko BioCom have spent over
two years and considerable capital researching
the practical applications for the use of multi-
fingerprint identification systems in today's
marketplace. The company has negotiated with
several international corporations for the
application of the patent into existing systems
and developing new systems where its application
is desired. To facilitate contracts with these
potential users Bepariko BioCom finds it
necessary to raise additional capital.
Legal Structure and Ownership
Bepariko BioCom is organized as a Nevada
corporation, which has filed all the necessary
paperwork with the Secretary of State of Nevada
to gain its corporate certificate and all
appropriate permits.
Market Analysis
Summary
Biometrics Recognition Systems is the wave of the
immediate future and the leading edge of
electronic security systems. With the
unparalleled growth of merchandise sales over the
Internet, approximately 16 billion dollars by
2001, it will be imperative for marketing
companies to initiate a security system for their
customers. It is imperative to personalize the
user cards within a safe security system that
eliminates the possibility of human error. That
system must identify the user by connecting the
card to a database system that identifies the
user as the card owner. There is no other company
that holds a patent like the patent license owned
by Bepariko. The lack of competition in the
market combined with Bepariko's unique expertise
and approach make success highly probable.
Industry Analysis
It is estimated, by the New England Journal of
Medicine, that medical insurance programs lose
more than 88 billion dollars annually due to the
fraudulent use of medical insurance ID cards.
Credit card and ATM card losses worldwide are
almost impossible to calculate. Pin numbers and
picture identification has not worked to slow the
tide of losses. Fingerprint recognition systems
are being installed worldwide in a variety of
applications. The government of Spain currently
has the use of fingerprint recognition systems to
identify medical card users. The United States
government has introduced several applications of
fingerprint recognition systems into the public
sectors. Many states, governments and
corporations worldwide have systematically began
the use of fingerprint recognition systems.
Major Competitors and Participants
Bepariko BioCom has no competition in the
patented application of its multi-fingerprint
recognition systems. There are several companies
using the single fingerprint recognition systems
in their applications. These companies do not
present any real competition due to their failure
to have the ability to offer to their clientele
the security contained in the Bepariko multi-
fingerprint recognition systems.
PLAN OF OPERATION
Plans for Financing the Business
The shareholders of Bepariko BioCom have
contributed all of the necessary capital to obtain
the license for the patent. Additionally the
shareholders have expended all the necessary
capital to research the markets for the application
of the patent and to establish the Company and its
offices.
Our company may be offered an opportunity to joint
venture with another company to assist in
furthering its business plans.
Marketing Plan
Creating and Maintaining Customers
Bepariko BioCom will attract its customer base by
providing total privacy and absolute security for
its clients. Our company will competitively price
its application systems and fairly price the
service and support for those systems. Through
dedication, hard work and a customer driven
approach the company can take all risks out of
the Biometrics Security Systems. Customers will
quickly recognize that the company's main "asset"
is its patent and dedicated owners and staff. And
as is often the case with service oriented
businesses, new customers will be created as
current customers begin to appreciate the
security, skill, expertise, and knowledge of
Bepariko Those customers will recommend our
company to the business community and will help
to broaden the customer base.
DESCRIPTION OF PROPERTY
The Company does not currently own any property.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There are no relationships, transactions, or
proposed transactions to which the registrant was
or is to be a party, in which any of the named
persons set forth in Item 404 of Regulation SB
had or is to have a direct or indirect material
interest.
MARKET FOR COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.
The shares have not previously been traded on any
securities exchange. At the present time, there
are no assets available for the payment of
dividends on the shares.
EXECUTIVE COMPENSATION
No officer or director of the Company is
receiving any remuneration at this time.
There are no annuity, pension or retirement
benefits proposed to be paid to officers,
directors, or employees of the corporation in the
event of retirement at normal retirement date
pursuant to any presently existing plan provided
or contributed to by the corporation or any of
its subsidiaries.
No remuneration is proposed to be in the future
directly or indirectly by the corporation to any
officer or director under any plan which is
presently existing.
FINANCIAL STATEMENTS
The financial statements required by Item 310 of
Regulation S-B are attached as a part of the
prospectus and the Form SB-2.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
Since the inception of the Company on April 2,
1997, the principal independent accountant for
the Company has neither resigned (nor declined to
stand for reelection) nor been dismissed. The
independent accountant for the Company is Barry
L. Friedman. The Company on or about June 24,
1999 engaged Mr. Friedman.
BEPARIKO BIOCOM
(A Development Stage Company)
FINANCIAL STATEMENTS
June 15, 1999
December 31, 1998
December 31, 1997
TABLE OF CONTENTS PAGE #
INDEPENDENT AUDITORS REPORT 1
ASSETS 2
LIABILITIES AND STOCKHOLDERS' EQUITY 3
STATEMENT OF OPERATIONS 4
STATEMENT OF STOCKHOLDERS' EQUITY 5
STATEMENT OF CASH FLOWS 6
NOTES TO FINANCIAL STATEMENTS 7-11
INDEPENDENT AUDITORS' REPORT
Board of Directors October 14, 1999
Bepariko BioCom
Las Vegas, Nevada
I have audited the accompanying Balance Sheets of
Bepariko BioCom (A Development Stage Company), as
of June 15, 1999, and the December 31, 1998, and
December 31, 1997, and the related statements of
operations, stockholders' equity and cash flows
for the period January 1, 1999, to June 15, 1999,
and the year ended December 31, 1998, and the
period April 2, 1997 (inception), to December 31,
1997. These financial statements are the
responsibility of the Company's management. My
responsibility is to express an opinion on these
financial statements based on my audit.
I conducted my audit in accordance with generally
accepted auditing standards. Those standards
require that we plan and perform the audit to
obtain reasonable assurance about whether the
financial statements are free of material
misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit
also includes assessing the accounting principles
used and significant estimates made by
management, as well as evaluating the overall
financial statement presentation. I believe that
my audit provides a reasonable basis for my
opinion.
In my opinion, the financial statements referred
to above present fairly, in all material
respects, the financial position of Bepariko
BioCom (A Development Stage Company), as of June
15, 1999, December 31, 1998, and December 31,
1997, and the results of its operations and cash
flows for the for the period January 1, 1999, to
June 15, 1999, and the year ended December 31,
1998, and the period April 2, 1997 (inception),
to December 31, 1997, in conformity with
generally accepted accounting principles.
The accompanying financial statements have been
prepared assuming the Company will continue as a
going concern. As discussed in Note #5 to the
financial statements, the Company has suffered
recurring losses from operations and has no
established source of revenue. This raises
substantial doubt about its ability to continue
as a going concern. Management's plan in regard
to these matters is described in Note #5. These
financial statements do not include any
adjustments that might result from the outcome of
this uncertainty.
/s/Barry L. Friedman
Barry L. Friedman
Certified Public Accountant
1582 Tulita Drive
Las Vegas, NV 89123
(702) 361-8414
Bepariko BioCom
(A Development Stage Company)
BALANCE SHEET
ASSETS
June December December
15 1999 31, 1998 31, 1997
CURRENT ASSETS 0 0 0
TOTAL CURRENT ASSETS 0 0 0
OTHER ASSETS
Organization Costs (Net) 0 98 128
TOTAL OTHER ASSETS 0 98 128
TOTAL ASSETS 0 98 128
The accompanying notes are an integral part of
these financial statements
Bepariko BioCom
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
June December December
15 1999 31 1998 31 1997
CURRENT LIABILITIES
Officers Advances (Note #5) 350 0 0
TOTAL CURRENT LIABILITIES 350 0 0
STOCKHOLDERS' EQUITY: (Note #4)
Preferred Stock
Par Value $0.001
Authorized 10,000,000 shares
Issued and outstanding at
June 15, 1999 - None 0 0 0
Common stock
Par value $0.001
Authorized 100,000,000 shares
Issued and outstanding at
December 31, 1997 -
750,000 shares 750
December 31, 1998 - 750
750,000 shares
June 15, 1999 -
750,000 shares 750
Additional Paid-In Capital 17,324 17,324 17,324
Deficit accumulated during
Development stage -18,424 -17,976 -17,946
TOTAL STOCKHOLDERS' EQUITY: -350 98 128
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY: 0 98 128
The accompanying notes are an integral part of
these financial statements
Bepariko BioCom
(A Development Stage Company)
STATEMENT OF OPERATIONS
Jan 1 Year Apr 2 Apr 2,1997
1999 to Ended 1997 to (Inception)
Jun 15 Dec 31 Dec 31 to Jun 15
1999 1998 1997 1999
INCOME:
Revenue 0 0 0 0
EXPENSES:
General, Selling and
Administrative 350 0 17,924 18,274
Amortization 98 30 22 150
TOTAL EXPENSES 448 30 17,946 18,424
NET PROFIT/LOSS (-) -448 -30 -17,946 -18,424
Net Profit/Loss(-)
per weighted share
(Note 1): -.0006 NIL -.0239 -.0246
Weighted average
Number of common
shares outstanding: 750,000 750,000 750,000 750,000
The accompanying notes are an integral part of
these financial statements
Bepariko BioCom
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Additional Accumu-
Common Stock paid-in lated
Shares Amount Capital Deficit
July 24, 1997
Issued for Cash 750,000 750 17,324 0
Net loss
April 2, 1997 to
December 31, 1997 -17,946
Balance,
December 31, 1997 750,000 750 17,324 -17,946
Net Loss Year Ended
December 31, 1998 -30
Balance,
December 31, 1998 750,000 750 17,324 -17,976
Net Loss
January 1, 1999 to
June 15, 1999 -448
Balance,
June 15, 1999 750,000 750 17,324 -18,424
The accompanying notes are an integral part of
these financial statements
Bepariko BioCom
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Jan 1 Year Apr 2 Apr 2,1997
1999 to Ended 1997 to (Inception)
Jun 15 Dec 31 Dec 31 to Jun 15
1999 1998 1997 1999
Cash Flows from
Operating Activities
Net Loss -448 -30 -17,946 -18,424
Adjustment to
Reconcile net loss
Amortization +98 +30 +22 +150
To net cash provided
by operating
Activities
Changes in assets and
Liabilities
Organization Costs 0 0 -150 -150
Increase In Current
Liabilities +350 0 0 +350
Net cash used in
Operating activities 0 0 -18,074 -18,074
Cash Flows from
Investing Activities 0 0 0 0
Cash Flows from
Financing Activities
Issuance of Common
Stock for Cash 0 0 +18,074 +18,074
Net Increase (decrease) 0 0 0 +0
Cash,
Beginning of period 0 0 0 0
Cash, End of Period 0 0 0 0
The accompanying notes are an integral part of
these financial statements
Bepariko BioCom
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 15, 1999, December 31, 1998, and December 31, 1997
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized April 2, 1997, under
the laws of the State of Nevada as Bepariko
BioCom The Company currently has no operations
and in accordance with SFAS #7, is considered a
development company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the accrual method.
Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Cash and equivalents
The Company maintains a cash balance in a non-interest-bearing
bank that currently does not exceed federally insured limits.
For the purpose of the statements of cash flows, all highly
liquid investments with the maturity of three months or less
are considered to be cash equivalents. There are no cash
equivalents as of June 15, 1999.
Bepariko BioCom
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
June 15, 1999, December 31, 1998, and December 31, 1997
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes
Income taxes are provided for using the liability
method of accounting in accordance with Statement
of Financial Accounting Standards No. 109 (SFAS
#109) "Accounting for Income Taxes". A deferred
tax asset or liability is recorded for all
temporary difference between financial and tax
reporting. Deferred tax expense (benefit) results
from the net change during the year of deferred
tax assets and liabilities.
Reporting on Costs of Start-up Activities
In April 1998, the American Institute of
Certified Public Accountants issued Statement of
Position 98-5 ("SOP 98-5"), "Reporting the Costs
of Start-up Activities" which provides guidance
on the financial reporting of start-up costs and
organizational costs. It requires costs of
start-up activities and organization costs to be
expensed as incurred. SOP 98-5 is effective for
fiscal years beginning after December 15, 1998,
with initial adoption reported as the cumulative
effect of a change in accounting principal.
Loss Per Share
Net loss per share is provided in accordance with
Statement of Financial Accounting Standards No.
128 (SFAS #128) "Earnings Per Share". Basic loss
per share is computed by dividing losses
available to common stockholders by the weighted
average number of common shares outstanding
during the period. Diluted loss per share
reflects per share amounts that would have
resulted if dilative common stock equivalents had
been converted to common stock. As of June 15,
1999, the Company had no dilative common stock
equivalents such as stock options.
Bepariko BioCom
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
June 15, 1999, December 31, 1998, and December 31, 1997
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Year End
The Company has selected December 31st as its fiscal year-end.
Year 2000 Disclosure
Computer programs that have time sensitive
software may recognize a date using "00" as the
year 1900 rather than the year 2000. This could
result in a system failure or miscalculations
causing disruption of normal business activities.
The company's potential software suppliers have
verified that they will provide only certified
"Year 2000" compatible software for all of the
company's computing requirements. Because the
company's products and services are sold to the
general public with no major customers, the
company believes that the "Year 2000" issue will
not pose significant operational problems and
will not materially affect future financial
results.
NOTE 3 - INCOME TAXES
There is no provision for income taxes for the
period ended December 31, 1998, due to the net
loss and no state income tax in Nevada, the state
of the Company's domicile and operations. The
Company's total deferred tax asset as of December
31, 1998, is as follows:
Net operation loss carry forward $ 17,976
Valuation allowance $ 17,976
Net deferred tax asset $ 0
The federal net operating loss carry forward will
expire in 2017 to 2018.
Bepariko BioCom
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
June 15, 1999, December 31, 1998, and December 31, 1997
NOTE 4 - STOCKHOLDERS' EQUITY
Common Stock
The authorized common stock of the corporation
consists of 100,000,000, shares with a par value
$.001 per share.
Preferred Stock
The authorized preferred stock of the corporation
consists of 10,000,000 shares with a par value of
$0.001 per share.
On July 24, 1997, the Company issued 750,000
shares of its $0.001 par value common stock in
consideration of $18,074.00 in cash to its directors.
NOTE 5 - GOING CONCERN
The Company's financial statements are prepared
using generally accepted accounting principles
applicable to a going concern which contemplates
the realization of assets and liquidation of
liabilities in the normal course of business.
However, the Company does not have significant
cash or other material assets, nor does it have
an established source of revenues sufficient to
cover its operating costs and to allow it to
continue as a going concern. The
stockholders/officers and or directors have
committed to advancing the operating costs of the
Company interest free.
NOTE 6 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or
personal property. An officer of the corporation
provides office services without charge. Such
costs are immaterial to the financial statements
and accordingly, have not been reflected therein.
The officers and directors of the Company are
involved in other business activities and may in
the future, become involved in other business
opportunities. If a specific business opportunity
becomes available, such persons may face a
conflict in selecting between the Company and
their other business interests. The Company has
not formulated a policy for the resolution of
such conflicts.
Bepariko BioCom
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
June 15, 1999, December 31, 1998, and December 31, 1997
NOTE 7 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any
additional share of common stock.
To Whom It May Concern: October 14, 1999
The firm of Barry L. Friedman, P.C., Certified Public Accountant
consents to the inclusion of their report of October 14, 1999, on the
Financial Statements of Bepariko BioCom, as of June 15, 1999, in
any filings that are necessary now or in the near future with the U.S.
Securities and Exchange Commission.
Very truly yours,
/s/ Barry L. Friedman
Barry L. Friedman
Certified Public Accountant
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Information on this item is set forth in Propsectus under the heading
"Disclosure of Commission Position on Indemnification for
Securities Act Liabilities."
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Information on this item is set forth in the Prospectus under the
heading "Use of Proceeds."
RECENT SALES OF UNREGISTERED SECURITIES
The officers, directors and affiliates of Bepariko BioCom have purchased
a total of 750,000 shares of the Company's common stock.
EXHIBITS
The Exhibits required by Item 601 of Regulation S-B, and an index
thereto, are attached. Included in these Exhibits are documents granting
worldwide licensing patent rights to Bepariko BioCom. The patent owner
dispatched his representative, Mr. Tino DePana, with full power
of attorney to the United States to meet with Mr. Eslick and assign to
Bepariko BioCom, Nevada, the exclusive licensing agreement for the use of the
patent. The cost of the exclusive licensing agreement is the payment of
a royalty to the patent owner. The royalty payment is a minimal
percentage of the net amount on a contract by contract basis.
UNDERTAKINGS
The undersigned registrant hereby undertakes to:
(a) (1) File, during any period in which it offers or sells securities,
a post-effective amendment to this registration statement to:
Include any prospectus required by section 10(a)(3) of the Securities Act.
Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the
registration statement; and Notwithstanding the forgoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation From the low or high end of the estimated maximum offering range
may be reflected in the form of prospects filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and
price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table
in the effective registration statement.
Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the
registration statement; and notwithstanding the forgoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation From the low or high end of the estimated maximum offering range
may be reflected in the form of prospects filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in the volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement.
Include any additional or changed material information on the plan of
distribution.
(2) For determining liability under the
Securities Act, treat each post-effective
amendment as a new registration statement of the
securities offered, and the offering of the
securities at that time to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.
Provide to the underwriter at the closing specified in the underwriting
agreement certificates in such denominations and registered
in such names as required by the underwriter to permit prompt delivery
to each purchaser.
Insofar as indemnification for liabilities
arising under the Securities Act of 1933 (the
"Act") may be permitted to directors, officers
and controlling persons of the small business
issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been
advised that in the opinion of the Securities and
Exchange Commission such indemnification is
against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a
claim for indemnification against such
liabilities (other than the payment by the small
business issuer of expenses incurred or paid by a
director, officer or controlling person of the
small business issuer in the successful defense
of any action, suit or proceeding) is asserted by
such director, officer or controlling person in
connection with the securities being registered,
the small business issuer will, unless in the
opinion of its counsel the matter has been
settled by controlling precedent, submit to a
court of appropriate jurisdiction the question
whether such indemnification by it is against
public policy as expressed in the Securities Act
and will be governed by the final adjudication of
such issue.
Index of Exhibits
Named Exhibit Exhibit No.
Articles of Incorporation Exhibit 1
By-laws of Bepariko BioCom Exhibit 2
Power of Attorney of Tino Di Pana Exhibit 3
Exclusive Worldwide Licensing Agreement
for the Right to use German Patent
Number 43 22 445 Exhibit 4
SIGNATURES
In accordance with the requirements of the
Securities Act of 1933, the registrant certifies
that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form
SB-2 and authorized this registration statement
to be signed on its behalf by the undersigned,
thereunto duly authorize, in the City of Las
Vegas, State of Nevada, on August 4, 1999.
BEPARIKO BIOCOM
By: /s/ Lewis M. Eslick
Lewis M. Eslick, President
Special Power of Attorney
The undersigned constitute and appoint Lewis M.
Eslick their true and lawful attorney-in-fact and
agent with full power of substitution, for him
and in his name, place, and stead, in any and all
capacities, to sign any and all amendments,
including post-effective amendments, to this Form
SB-2 Registration Statement, and to file the same
with all exhibits thereto, and all documents in
connection therewith, with the Securities and
Exchange Commission, granting such attorney-in-
fact the full power and authority to do and
perform each and every act and thing requisite
and necessary to be done in and about the
premises, as fully and to all intents and
purposes as he might or could do in person,
hereby ratifying and confirming all that such
attorney-in-fact may lawfully do or cause to be
done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the dates stated:
Signature Title Date
/s/ Lewis M. Eslick President (Principal Executive
Officer) and Director August 4, 1999
/s/ Paul Eslick Secretary and Director August 4, 1999
/s/ Patsy Harding Treasurer (Principal Financial
and Accounting Officer) August 4, 1999
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
articlesof incorporation, or any amendments thereof, or
necessary or incidental to the protection and
benefit of the Corporation and, in general, to
carry on any lawful business necessary or
incidental to the attainment of the purposes of
the Corporation, whether or not such business is
similar in nature to the purposes set forth in
the articles of incorporation of the Corporation,
or any amendment thereof;
The Corporation shall have the power to make
donations for the public welfare or for
charitable, scientific or educational purposes;
The Corporation shall have the power to enter
partnerships, general or limited, or joint
ventures, in connection with any lawful
activities.
Forth: Capital Stock
Classes and Number of Shares. The total number of
shares of all classes of stock, which the
corporation shall have authority to issue is One
Hundred Ten Million (110,000,000), consisting of
One Hundred Million (100,000,000) shares of
Common Stock, par value of $0.001 per share (The
"Common Stock") and Ten Million (10,000,000)
shares of Preferred Stock, which have a par value
of $0.001 per share (the "Preferred Stock").
Powers and Rights of Common Stock
Preemptive Right. No shareholders of the
Corporation holding common stock shall have any
preemptive or other right to subscribe for any
additional un-issued or treasury shares of stock
or for other securities of any class, or for
rights, warrants or options to purchase stock, or
for scrip, or for securities of any kind
convertible into stock or carrying stock purchase
warrants or privileges unless so authorized by
the Corporation;
Voting Rights and Powers. With respect to all
matters upon which stockholders are entitled to
vote or to which stockholders are entitled to
give consent, the holders of the outstanding
shares of the Common Stock shall be entitled to
cast thereon one (1) vote in person or by proxy
for each share of the Common Stock standing in
his/her name;
Dividends and Distributions
Cash Dividends. Subject to the rights of holders
of Preferred Stock, holders of Common Stock shall
be entitled to receive such cash dividends as may
be declared thereon by the Board of Directors
from time to time out of assets of funds of the
Corporation legally available therefor;
Other Dividends and Distributions. The Board of
Directors may issue shares of the Common Stock in
the form of a distribution or distributions
pursuant to a stock dividend or split-up of the
shares of the Common Stock;
Other Rights. Except as otherwise required by the
Nevada Revised Statutes and as may otherwise be
provided in these Articles of Incorporation, each
share of the Common Stock shall have identical
powers, preferences and rights, including rights
in liquidation;
Preferred Stock The powers, preferences, rights,
qualifications, limitations and restrictions
pertaining to the Preferred Stock, or any series
thereof, shall be such as may be fixed, from time
to time, by the Board of Directors in its sole
discretion, authority to do so being hereby
expressly vested in such board.
Issuance of the Common Stock and the Preferred
Stock. The Board of Directors of the Corporation
may from time to time authorize by resolution the
issuance of any or all shares of the Common Stock
and the Preferred Stock herein authorized in
accordance with the terms and conditions set
forth in these Articles of Incorporation for such
purposes, in such amounts, to such persons,
corporations, or entities, for such consideration
and in the case of the Preferred Stock, in one or
more series, all as the Board of Directors in its
discretion may determine and without any vote or
other action by the stockholders, except as
otherwise required by law. The Board of
Directors, from time to time, also may authorize,
by resolution, options, warrants and other rights
convertible into Common or Preferred stock
(collectively "securities.") The securities must
be issued for such consideration, including cash,
property, or services, as the Board or Directors
may deem appropriate, subject to the requirement
that the value of such consideration be no less
than the par value if the shares issued. Any
shares issued for which the consideration so
fixed has been paid or delivered shall be fully
paid stock and the holder of such shares shall
not be liable for any further call or assessment
or any other payment thereon, provided that the
actual value of such consideration is not less
that the par value of the shares so issued. The
Board of Directors may issue shares of the Common
Stock in the form of a distribution or
distributions pursuant to a stock divided or
split-up of the shares of the Common Stock only
to the then holders of the outstanding shares of
the Common Stock.
Cumulative Voting. Except as otherwise required
by applicable law, there shall be no cumulative
voting on any matter brought to a vote of
stockholders of the Corporation.
Fifth: Adoption of Bylaws.
In the furtherance and not in limitation of the
powers conferred by statute and subject to
Article Sixth hereof, the Board of Directors is
expressly authorized to adopt, repeal, rescind,
alter or amend in any respect the Bylaws of the
Corporation (the "Bylaws").
Sixth: Shareholder Amendment of Bylaws.
Notwithstanding Article Fifth hereof, the bylaws
may also be adopted, repealed, rescinded, altered
or amended in any respect by the stockholders of
the Corporation, but only by the affirmative vote
of the holders of not less than seventy-five
percent (75%) of the voting power of all
outstanding shares of voting stock, regardless of
class and voting together as a single voting
class.
Seventh: Board of Directors
The business and affairs of the Corporation shall
be managed by and under the direction of the
Board of Directors. Except as may otherwise be
provided pursuant to Section 4 or Article Forth
hereof in connection with rights to elect
additional directors under specified
circumstances, which may be granted to the
holders of any class or series of Preferred
Stock, the exact number of directors of the
Corporation shall be determined from time to time
by a resolution of the Board of Directors. The
number of directors shall not be reduced to less
than three (3) if there are more than two
shareholders. The director holding office at the
time of the filing of these Articles of
Incorporation shall continue as a director until
the next annual meeting and/or until his
resignation or his successor is duly chosen.
Eighth: Term of Board of Directors.
Except as otherwise required by applicable law,
each director shall serve for a term ending on
the date of the third Annual Meeting of
Stockholders of the Corporation (the "Annual
Meeting") following the Annual Meeting at which
such director was elected. All directors shall
have equal standing.
Not withstanding the foregoing provisions of this
Article Eighth each director shall serve until
his successor is elected and qualified or until
his death, resignation or removal; no decrease in
the authorized number of directors shall shorten
the term of any incumbent director; and
additional directors, elected pursuant to Section
4 or Article Forth hereof in connection with
rights to elect such additional directors under
specified circumstances, which may be granted to
the holders of any class or series of Preferred
Stock, shall not be included in any class, but
shall serve for such term or terms and pursuant
to such other provisions as are specified in the
resolution of the Board or Directors establishing
such class or series
Ninth: Vacancies on Board of Directors
Except as may otherwise be provided pursuant to
Section 4 of Article Forth hereof in connection
with rights to elect additional directors under
specified circumstances, which may be granted to
the holders of any class or series of Preferred
Stock, newly created directorships resulting
from any increase in the number of directors, or
any vacancies on the Board of Directors resulting
from death, resignation, removal, or other
causes, shall be filled solely by the quorum of
the Board of Directors. Any director elected in
accordance with the preceding sentence shall hold
office for the remainder of the full term of
directors in which the new directorship was
created or the vacancy occurred and until such
director's successor shall have been elected and
qualified or until such director's death,
resignation or removal, whichever first occurs.
Tenth: Removal of Directors
Except as may otherwise be provided pursuant to
Section 4 or Article Fourth hereof in connection
with rights to elect additional directors under
specified circumstances, which may be granted to
the holders of any class or series of Preferred
Stock, any director may be removed from office
only for cause and only by the affirmative vote
of the holders of not less than seventy-five
percent (75%) of the voting power of all
outstanding shares of voting stock entitled to
vote in connection with the election of such
director, provided, however, that where such
removal is approved by a majority of the
Directors, the affirmative vote of a majority of
the voting power of all outstanding shares of
voting stock entitled to vote in connection with
the election of such director shall be required
for approval of such removal. Failure of an
incumbent director to be nominated to serve an
additional term of office shall not be deemed a
removal from office requiring any stockholder
vote.
Eleventh: Stockholder Action
Any action required or permitted to be taken by
the stockholders of the Corporation must be
effective at a duly called Annual Meeting or at a
special meeting of stockholders of the
Corporation, unless such action requiring or
permitting stockholder approval is approved by a
majority of the Directors, in which case such
action may be authorized or taken by the written
consent of the holders of outstanding shares of
Voting Stock having not less than the minimum
voting power that would be necessary to authorize
or take such action at a meeting of stockholders
at which all shares entitled to vote thereon were
present and voted, provided all other
requirements of applicable law these Articles
have been satisfied.
Twelfth: Special Stockholder Meeting
Special meetings of the stockholders of the
Corporation for any purpose or purposes may be
called at any time by a majority of the Board of
Directors or by the Chairman of the Board or the
President. Any other person or persons may not
call special meeting. Each special meeting shall
be held at such date and time as is requested by
the person or persons calling the meeting, within
the limits fixed by law.
Thirteenth: Location of Stockholder Meetings.
Meetings of stockholders of the Corporation may
be held within or without the State of Nevada, as
the Bylaws may provide. The books of the
Corporation may be kept (subject to any provision
of the Nevada Revised Statutes) outside the State
of Nevada at such place or places as may be
designated from time to time by the Board of
Directors or in the Bylaws.
Fourteenth: Private Property of Stockholders.
The private property of the stockholders shall
not be subject to the payment of corporate debts
to any extent whatever and the stockholders shall
not be personally liable for the payment of the
corporation's debts.
Fifteenth: Stockholder Appraisal Rights in Business Combinations.
To the maximum extent permissible under the
Nevada Revised Statutes of the State of Nevada,
the stockholders of the Corporation shall be
entitled to the statutory appraisal rights
provided therein, with respect to any business
Combination involving the Corporation and any
stockholder (or any affiliate or associate of any
stockholder), which required the affirmative vote
of the Corporation's stockholders.
Sixteenth: Other Amendments.
The Corporation reserves the right to adopt,
repeal, rescind, alter or amend in any respect
any provision contained in these Articles of
Incorporation in the manner now or hereafter
prescribed by applicable law and all rights
conferred on stockholders herein granted subject
to this reservation.
Seventeenth: Term of Existence.
The Corporation is to have perpetual existence.
Eighteenth: Liability of Directors.
No director of this Corporation shall have
personal liability to the Corporation or any of
its stockholders for monetary damages for breach
of fiduciary duty as a director or officers
involving any act or omission of any such
director or officer. The foregoing provision
shall not eliminate or limit the liability of a
director (i) for any breach of the director's
duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in
good faith or, which involve intentional
misconduct or a knowing violation of law, (iii)
under applicable Sections of the Nevada Revised
Statutes, (iv) the payment of dividends in
violation of Section 78.300 of the Nevada Revised
Statutes or, (v) for any transaction from which
the director derived an improper personal
benefit. Any repeal or modification of this
Article by the stockholders of the Corporation
shall be prospective only and shall not adversely
affect any limitation on the personal liability
of a director or officer of the Corporation for
acts or omissions prior to such repeal or
modification.
Nineteenth: Name and Address of first Director and Incorporator
The name and address of the Incorporator of the
Corporation and the first Director of the Board
of Directors of the Corporation which shall be
one (1) in number. The Board of Directors may
from time to time increase the number of
directors by Board resolution. At no time shall
the director's number less than three if there
are more than two shareholders. The name and
address of the Incorporator is as follows:
/s/Leslie B. Eslick
6425 Meadow Country Drive
Reno, Nevada 89509
I, Leslie Eslick, being the first director and
Incorporator herein before named, for the purpose
of forming a corporation pursuant to the Nevada
Revised Statutes of the State of Nevada, do make
these Articles, hereby declaring and certifying
that this is my act and deed and the facts herein
stated are true and accordingly have hereunto set
my hand this 31st day of March, 1997.
By: /s/Leslie B. Eslick
Leslie Eslick
Verification
State Of Nevada }
} SS
County Of Clark }
On this 31st day of March 1997, before me, the undersigned, a
Notary Public in and for said State, personally appeared Leslie Eslick
personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person who subscribed his name to the Articles of
Incorporation and acknowledged to me that he executed the same freely
and voluntarily and for the use and purposes therein mentioned.
By:
/s/Bridget Richards Notary
Notary Public in and for said
County and State
(Notary Sealed)
EXHIBIT 2
By laws ofBepariko BioCom
Nevada Registration Number C-7097-1997
(the "Corporation")
Article I
Office
The Board of Directors shall designate and the
Corporation shall maintain a principal office.
The location of the principal office may be
changed by the Board of Directors. The
Corporation also may have offices in such other
places as the Board may from time to time
designate. The location of the initial principal
office of the Corporation shall be designated by
resolution.
Article II
Shareholders Meetings
1. Annual Meetings
The annual meeting of the shareholders of the
Corporation shall be held at such place within or
without the State of Nevada as shall be set forth
in compliance with these Bylaws. The meeting
shall be held in the first Week of December each
year, or such other date as the Shareholders may
designate form time to time. If such day is a
legal holiday, the meeting shall be on the next
business day. This meeting shall be for the
election of Directors and for the transaction of
such other business as may properly come before
it.
2. Special Meetings
Special meetings of shareholders, other than
those regulated by statute, may be called by the
President upon written request of the holders of
50% or more of the outstanding shares entitled to
vote at such special meeting. Written notice of
such meeting stating the place, the date and hour
of the meeting, the purpose or purposes for which
it is called, and the name of the person by whom
or at whose direction the meeting is called shall
be given.
3. Notice of Shareholders Meeting
The Secretary shall give written notice stating
the place, day, and hour of the meeting, and in
the case of a special meeting, the purpose or
purposes for which the meeting is called, which
shall be delivered not less than ten or more than
fifty days before the date of the meeting, either
personally or by mail to each shareholder of
record entitled to vote at such meeting.
If mailed, such notice shall be deemed to be
delivered when deposited in the United States
mail, addressed to the shareholder at his address
as it appears on the books of the Corporation,
with postage thereon prepaid. Attendance at the
meeting shall constitute a waiver of notice
thereof.
4. Place of Meeting
The Board of Directors may designate any place,
either within or without the State of Nevada, as
the place of meeting for any annual meeting or
for any special meeting called by the Board of
Directors. A waiver of notice signed by all
shareholders entitled to vote at a meeting may
designate any place, either within or without the
State of Nevada, as the place for the holding of
such meeting. If no designation is made, or if a
special meeting is otherwise called, the place of
meeting shall be the principal office of the
Corporation.
5. Record Date
The Board of Directors may fix a date not less
than ten nor more than fifty days prior to any
meeting as the record date for the purpose of
determining shareholders entitled to notice of
and to vote at such meetings of the shareholders.
The transfer books may be closed by the Board of
Directors for a stated period not to exceed fifty
days for the purpose of determining shareholders
entitled to receive payment of and dividend, or
in order to make a determination of shareholders
for any other purpose.
6. Quorum
A majority of the outstanding shares of the
Corporation entitled to vote, represented in
person or by proxy, shall constitute a quorum at
a meeting of shareholders. If less than a
majority of the outstanding shares are
represented at a meeting, a majority of the
shares so represented may adjourn the meeting
from time to time without further notice. At a
meeting resumed after any such adjournment at
which a quorum shall be present or represented
any business may be transacted, which might have
been transacted at the meeting as originally,
noticed.
7. Voting
A holder of outstanding shares, entitled to vote
at a meeting, may vote at such meeting in person
or by proxy. Except as may otherwise be provided
in the currently filed Articles of Incorporation,
every shareholder shall be entitled to one vote
for each share standing in his name on the record
of shareholders. Except as herein or in the
currently filed Articles of Incorporation
otherwise provided, all corporate action shall be
determined by a majority of the votes cast at a
meeting of shareholders by the holders of shares
entitled to vote thereon.
8. Proxies
At all meeting of shareholders, a shareholder may
vote in person or by proxy executed in writing by
the shareholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with
the Secretary of the Corporation before or at the
time of the meeting. No proxy shall be valid
after six months from the date of it's execution.
9. Informal Action by Shareholders
Any action required to be taken at a meeting of
the shareholders, may be taken without a meeting
if a consent in writing, setting forth the action
so taken, shall be signed by a majority of the
shareholders entitled to vote with respect to the
subject matter thereof.
Article III
Board Of Directors
1. General Powers
The business and affairs of the Corporation shall
be managed by it's Board of Directors. The Board
if Directors may adopt such rules and regulations
for the conduct of their meetings and the
management of the Corporation as they appropriate
under the circumstances. The Board shall have
authority to authorize changes in the
Corporation's capital structure.
2. Number, Tenure and Qualification
The number of Directors of the Corporation shall
be a number between one and five, as the
Directors may by resolution determine from time
to time. Each of the Directors shall hold office
until the next annual meeting of shareholders and
until his successor shall have been elected and
qualified.
3. Regular Meetings
A regular meeting of the Board of Directors shall
be held without other notice than by this Bylaw,
immediately after and, at the same place as the
annual meeting of shareholders. The Board of
Directors may provide, by resolution, the time
and place for the holding of additional regular
meetings without other notice than this
resolution.
4. Special Meetings
Special meetings of the Board of Directors may be
called by order of the Chairman of the Board or
the President. The Secretary shall give notice of
the time, place and purpose or purposes of each
special meeting by mailing the same at least two
days before the meeting or by telephone,
telegraphing or facsimile the same at least one
day before the meeting to each Director. Meeting
of the Board of Directors may be held by
telephone conference call.
5. Quorum
A majority of the members of the Board of
Directors shall constitute a quorum for the
transaction of business, but less than a quorum
may adjourn any meeting from time to time until a
quorum shall be present, whereupon the meeting
may be held, as adjourned, without further
notice. At any meeting at which every Director
shall be present, even though without any formal
notice any business may be transacted.
6. Manner of Acting
At all meetings of the Board of Directors, each
Director shall have one vote. The act of a
majority of Directors present at a meeting shall
be the act of the full Board of Directors,
provided that a quorum is present.
7. Vacancies
A vacancy in the Board of Directors shall be
deemed to exist in the case of death,
resignation, or removal of any Director, or if
the authorized number of Directors is increased,
or if the shareholders fail, at any meeting of
the shareholders, at which any Director is to be
elected, to elect the full authorized number of
Directors to be elected at that meeting.
8. Removals
Directors may be removed, at any time, by a vote
of the shareholders holding a majority of the
shares outstanding and entitled to vote. Such
vacancy shall be filled by the Directors entitled
to vote. Such vacancy shall be filled by the
Directors then in office, though less than a
quorum, to hold office until the next annual
meeting or until his successor is duly elected
and qualified, except that any directorship to be
filled by election by the shareholders at the
meeting at which the Director is removed. No
reduction of the authorized number of Directors
shall have the effect of removing any Director
prior to the expiration of his term of office.
9. Resignation
A director may resign at any time by delivering
written notification thereof to the President or
Secretary of the Corporation. A resignation shall
become effective upon it's acceptance by the
Board of Directors; provided, however, that if
the Board of Directors has not acted thereon
within ten days from the date of it's delivery,
the resignation shall be deemed accepted.
10. Presumption of Assent
A Director of the Corporation who is present at a
meeting of the Board of Directors at which action
on any corporate matter is taken shall be
presumed to have assented to the action(s) taken
unless his dissent shall be placed in the minutes
of the meeting or unless he shall file his
written dissent to such action with the person
acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent
by registered mail to the secretary of the
Corporation immediately after the adjournment of
the meeting. Such right to dissent shall not
apply to a Director who voted in favor of such
action.
11. Compensation
By resolution of the Board of Directors, the
Directors may be paid their expenses, if any, of
attendance at each meeting of the Board of
Directors or a stated salary as Director. No such
payment shall preclude any Director from serving
the Corporation in any other capacity and
receiving compensation therefor.
12. Emergency Power
When, due to a national disaster or death, a
majority of the Directors are incapacitated or
otherwise unable to attend the meetings and
function as Directors, the remaining members of
the Board of Directors shall have all the powers
necessary to function as a complete Board, and
for the purpose of doing business and filling
vacancies shall constitute a quorum, until such
time as all Directors can attend or vacancies can
be filled pursuant to these Bylaws.
13. Chairman
The Board of Directors may elect from it's own
number a Chairman of the Board, who shall preside
at all meetings of the Board of Directors, and
shall perform such other duties as may be
prescribed from time to time by the Board of
Directors. The Chairman may by appointment fill
any vacancies on the Board of Directors.
Article IV
Officers
1. Number
The officers of the Corporation shall be a
President, one or more Vice Presidents, and a
Secretary Treasurer, each of whom shall be
elected by a majority of the Board of Directors.
Such other Officers and assistant Officers as may
be deemed necessary may be elected or appointed
by the Board of Directors. In it's discretion,
the Board of Directors may leave unfilled for any
such period as it may determine any office except
those of President and Secretary. Any two or more
offices may be held by the same person. Officers
may or may not be Directors or shareholders of
the Corporation.
2. Election and Term of Office
The Officers of the Corporation to be elected by
the Board of Directors shall be elected annually
by the Board of Directors at the first meeting of
the Board of Directors held after each annual
meeting of the shareholders. If the election of
Officers shall not be held at such meeting, such
election shall be held as soon thereafter as
convenient. Each Officer shall hold office until
his successor shall have been duly elected and
shall have qualified or until his death or until
he shall resign or shall have been removed in the
manner hereinafter provided.
3. Resignations
Any Officer may resign at any time by
delivering a written resignation either to the
President or to the Secretary. Unless otherwise
specified therein, such resignation shall take
effect upon delivery.
4. Removal
Any Officer or agent may be removed by the Board
of Directors whenever in it's judgment the best
interests Corporation will be served thereby, but
such removal shall be without prejudice to the
contract rights, if any, of the person so
removed. Election or appointment of an Officer or
agent shall not of itself create contract rights.
Any such removal shall require a majority vote of
the Board of Directors, exclusive of the Officer
in question if he is also a Director.
5. Vacancies
A vacancy in any office because of death,
resignation, removal, disqualification or
otherwise, or is a new office shall be created,
may be filled by the Board of Directors for the
un-expired portion of the term.
6. President
The president shall be the chief executive and
administrative Officer of the Corporation. He
shall preside at all meetings of the stockholders
and, in the absence of the Chairman of the Board,
at meetings of the Board of Directors. He shall
exercise such duties as customarily pertain to
the office of President and shall have general
and active supervision over the property,
business, and affairs of the Corporation and over
it's several Officers, agents, or employees other
than those appointed by the Board of Directors.
He may sign, execute and deliver in the name of
the Corporation powers of attorney, contracts,
bonds and other obligations, and shall perform
such other duties as may be prescribed from time
to time by the Board of Directors or by the
Bylaws.
7. Vice President
The Vice President shall have such powers and
perform such duties as may be assigned to him by
the Board of Directors or the President. In the
absence or disability of the President, the Vice
President designated by the Board or the
President shall perform the duties and exercise
the powers of the President. A Vice President may
sign and execute contracts any other obligations
pertaining to the regular course of his duties.
8. Secretary
The Secretary shall keep the minutes of all
meetings of the stockholders and of the Board of
Directors and, to the extent ordered by the Board
of Directors or the President, the minutes of
meeting of all committees. He shall cause notice
to be given of meetings of stockholders, of the
Board of Directors, and of any committee
appointed by the Board. He shall have custody of
the corporate seal and general charge of the
records, documents and papers of the Corporation
not pertaining to the performance of the duties
vested in other Officers, which shall at all
reasonable times be open to the examination of
any Directors. He may sign or execute contracts
with the President or a Vice President thereunto
authorized in the name of the Corporation and
affix the seal of the Corporation thereto. He
shall perform such other duties as may be
prescribed from time to time by the Board of
Directors or by the Bylaws.
9. Treasurer
The Treasurer shall have general custody of the
collection and disbursement of funds of the
Corporation. He shall endorse on behalf of the
Corporation for collection check, notes and other
obligations, and shall deposit the same to the
credit of the Corporation in such bank or banks
or depositories as the Board of Directors may
designate. He may sign, with the President or
such other persons as may be designated for the
purpose of the Board of Directors, all bills of
exchange or promissory notes of the Corporation.
He shall enter or cause to be entered regularly
in the books of the Corporation full and accurate
account of all monies received and paid by him on
account of the Corporation; shall at all
reasonable times exhibit his books and accounts
to any Director of the Corporation upon
application at the office of the Corporation
during business hours; and, whenever required by
the Board of Directors or the President, shall
render a statement of his accounts. He shall
perform such other duties as may be prescribed
from time to time by the Board of Directors or by
the Bylaws.
10. Other Officers
Other Officers shall perform such duties and
shall have such powers as may be assigned to them
by the Board of Directors.
11. Salaries
Salaries or other compensation of the Officers of
the Corporation shall be fixed from time to time
by the Board of Directors, except that the Board
of Directors may delegate to any person or group
of persons the power to fix the salaries or other
compensation of any subordinate Officers or
agents. No Officer shall be prevented from
receiving any such salary or compensation by
reason of the fact the he is also a Director of
the Corporation
12. Surety Bonds
In case the Board of Directors shall so require,
any Officer or agent of the Corporation shall
execute to the Corporation a bond in such sums
and with such surety or sureties as the Board of
Directors may direct, conditioned upon the
faithful performance of his duties to the
Corporation, including responsibility for
negligence and for the accounting for all
property, monies or securities of the
Corporation, which may come into his hands.
Article V
Contracts, Loans, Checks and Deposits
1. Contracts
The Board of Directors may authorize any Officer
or Officers, agent or agents, to enter into any
contract or execute and deliver any instrument in
the name of and on behalf of the Corporation and
such authority may be general or confined to
specific instances.
2. Loans
No loan or advance shall be contracted on behalf
of the Corporation, no negotiable paper or other
evidence of it's obligation under any loan or
advance shall be issued in it's name, and no
property of the Corporation shall be mortgaged,
pledged, hypothecated or transferred as security
for the payment of any loan, advance,
indebtedness or liability of the Corporation
unless and except as authorized by the Board of
Directors. Any such authorization may be general
or confined to specific instances.
3. Deposits
All funds of the Corporation not otherwise
employed shall be deposited from time to time to
the credit of the Corporation in such banks,
trust companies or other depositories as the
Board of Directors may select, or as may be
selected by an Officer or agent of the
Corporation authorized to do so by the Board of
Directors.
4. Checks and Drafts
All notes, drafts, acceptances, checks,
endorsements and evidence of indebtedness of the
Corporation shall be signed by such Officer or
Officers or such agent or agents of the
Corporation and in such manner as the Board of
Directors from timer to time may determine.
Endorsements for deposits to the credit of the
Corporation in any of it's duly authorized
depositories shall be made in such manner as the
Board of Directors may from time to time
determine.
5. Bonds and Debentures
Every bond or debenture issued by the Corporation
shall be in the form of an appropriate legal
writing, which shall be signed by the President
or Vice President and by the Treasurer or by the
Secretary, and sealed with the seal of the
Corporation. The seal may be facsimile, engraved
or printed. Where such bond or debenture is
authenticated with the manual signature of an
authorized Officer of the Corporation or other
trustee designated by the indenture of trust or
other agreement under which such security is
issued, the signature of any of the Corporation's
Officers named thereon may be facsimile. In case
any Officer who signed, or whose facsimile
signature has been used on any such bond or
debenture, shall cease to be an Officer of the
Corporation for any reason before the same has
been delivered by the Corporation, such bond or
debenture may nevertheless by adopted by the
Corporation and issued and delivered as though
the person who signed it or whose facsimile
signature has been used thereon had not ceased to
be such Officer.
Article VI
Capital Stock
1. Certificate of Share
The shares of the Corporation shall be
represented by certificates prepared by the Board
of Directors and signed by the President. The
signatures of such Officers upon a certificate
may be facsimiles if the certificate is
countersigned by a transfer agent or registered
by a registrar other than the Corporation itself
or one of it's employees. All certificates for
shares shall be consecutively numbered or
otherwise identified. The name and address of the
person to whom the shares represented thereby are
issued, with the number of shares and date of
issue, shall be entered on the stock transfer
books of the Corporation. All certificates
surrendered to the Corporation for transfer shall
be canceled except that in case of a lost,
destroyed or mutilated certificate, a new one may
be issued therefor upon such terms and indemnity
to the Corporation as the Board of Directors may
prescribe.
2. Transfer of Shares
Transfer of shares of the Corporation shall be
made only on the stock transfer books of the
Corporation by the holder of record thereof or by
his legal representative, who shall furnish
proper evidence of authority to transfer, or by
his attorney thereunto authorized by power of
attorney duly executed and filed with the
Secretary of the Corporation, and on surrender
for cancellation of the certificate for such
shares. The person in whose name shares stand on
the books of the Corporation shall be deemed by
the Corporation to be the owner thereof for all
purposes.
3. Transfer Agent and Registrar
The Board of Directors of the Corporation shall
have the power to appoint one or more transfer
agents and registrars for the transfer and
registration of certificates of stock of any
class, and may require that stock certificates
shall be countersigned and registered by one or
more of such transfer agents and registrars.
4. Lost or Destroyed Certificates
The Corporation may issue a new certificate to
replace any certificate theretofore issued by it
alleged to have been lost or destroyed. The Board
of Directors may require the owner of such a
certificate or his legal representative to give
the Corporation a bond in such sum and with such
sureties as the Board of Directors may direct to
indemnify the Corporation as transfer agents and
registrars, if any, against claims that may be
made on account of the issuance of such new
certificates. A new certificate may be issued
without requiring any bond.
5. Registered Shareholders
The Corporation shall be entitled to treat the
holder of record of any share or shares of stock
as the holder thereof, in fact, and shall not be
bound to recognize any equitable or other claim
to or on behalf of this Corporation to any and
all of the rights and powers incident to the
ownership of such stock at any such meeting, and
shall have power and authority to execute and
deliver proxies and consents on behalf of this
Corporation in connection with the exercise by
this Corporation of the rights and powers
incident to the ownership of such stock. The
Board of Directors, from time to time, may confer
like powers upon any other person or persons.
Article VII
Indemnification
No Officer or Director shall be personally liable
for any obligations of the Corporation or for any
duties or obligations arising out of any acts or
conduct of said Officer or Director performed for
or on behalf of the Corporation. The Corporation
shall and does hereby indemnify and hold harmless
each person and his heirs and administrators who
shall serve at any time hereafter as a Director
or Officer of the Corporation from and against
any and all claims, judgments and liabilities to
which such persons shall become subject by reason
of his having heretofore or hereafter been a
Director or Officer of the Corporation, or by
reason of any action alleged to have heretofore
or hereafter taken or omitted to have been taken
by him as such Director or Officer, and shall
reimburse each such person for all legal and
other expenses reasonably incurred by him in
connection with any such claim or liability,
including power to defend such persons from all
suits or claims as provided for under the
provisions of the Nevada Revised Statutes;
provided, however, that no such persons shall be
indemnified against, or be reimbursed for, any
expense incurred in connection with any claim or
liability arising out of his own negligence or
willful misconduct. The rights accruing to any
person under the foregoing provisions of this
section shall not exclude any other right to
which he may lawfully be entitled, nor shall
anything herein contained restrict the right of
the Corporation to indemnify or reimburse such
person in any proper case, even though not
specifically herein provided for. The
Corporation, it's Directors, Officers, employees
and agents shall be fully protected in taking any
action or making any payment, or in refusing so
to do in reliance upon the advice of counsel.
Article VIII
Notice
Whenever any notice is required to be given to
any shareholder or Director of the Corporation
under the provisions of the Articles of
Incorporation, or under the provisions of the
Nevada Statutes, a waiver thereof in writing
signed by the person or persons entitled to such
notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving
of such notice. Attendance at any meeting shall
constitute a waiver of notice of such meetings,
except where attendance is for the express
purpose of objecting to the holding of that
meeting.
Article IX
Amendments
These Bylaws may be altered, amended, repealed,
or new Bylaws adopted by a majority of the entire
Board of Directors at any regular or special
meeting. Any Bylaw adopted by the Board may be
repealed or changed by the action of the
shareholders.
Article X
Fiscal Year
The fiscal year of the Corporation shall be fixed
and may be varied by resolution of the Board of
Directors.
Article XI
Dividends
The Board of Directors may at any regular or
special meeting, as they deem advisable, declare
dividends payable out of the surplus of the
Corporation.
Article XII
Corporate Seal
The seal of the Corporation shall be in the
form of a circle and shall bear the name of the
Corporation and the year of incorporation per
sample affixed hereto.
Monday, April 7, 1997
Bepariko BioCom
By: /s/Lewis Eslick, President and Chairman
EXHIBIT 3
Power of Attorney of Tino Di Pana
Alfons Behnke
Fingerabdruck Sch1usselsystem Mitglied der Geschaftsleitung
Ihre Personlichkeit (Entwicklung und Technik)
Weitweit Sicherheit
Georg - Schudt Str. 3
61350 Bad Homburg v.d.Hohe
TELEFON: 06172-37819
FAX: 06172:37283
Ihre Zeichen/ihre Nachricht vom Unsere Zeichen/Unsere Nachricht
vom telefon
Betreff: GENERAL POWER OF ATTORNEY
Hereby the signatory Alfons Behnke,
patent-holder and main shareholder of
BEPARICO BioCom Germany is granting
Mr. Tino Di Pane
General Power OF Attorney which entitles him
to negotiate take decisions any possible
agreements on behalf of BEPARICO BioCom Germany.
This includes all decisions and activities
regarding BEPARICO BioCom USA.
Signature
Alfons Behnke
/s/Alfons Behnke
Director of BEPARICO BioCom
Amtsgericht In das Handelsregister Bad Homburg
v.d.Hohe
Original On File
EXHIBIT 4
Exclusive Worldwide Licensing Agreement for the right to use
German Patent Number 43 22 445
Tino Di Pane
Fingerabdruck Sch1usselsystem Mitglied der GeschafisIeitung
Ihre Personlichkeit (Entwicklung und Technik)
Weitweit Sicherheit Friedrich- Rolle Str. 11
61350 Bad Homburg v.d.Hohe
TELEFON: 06172-306215
MOBIEL: 0172-6922199
FAX: 06172:37283
Ihre Zeichen/ihre Nachricht vom Unsere Zeichen/Unsere Nachricht vom
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
