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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) OCTOBER 26, 2000
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SECURITY BIOMETRICS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
NEVADA
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(State or Other Jurisdiction of Incorporation)
0-30711 98-0209119
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(Commission File Number) (I.R.S. Employer Identification No.)
3838 CAMINO DEL RIO NORTH, SUITE 333, SAN DIEGO, CALIFORNIA 92108
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(Address of Principal Executive Offices) (Zip Code)
(619) 280- 8000
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(Registrant=s Telephone Number, Including Area Code)
GREAT BEAR INVESTMENTS, INC.
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Pursuant to a Stock Exchange Agreement ("the Agreement"), Security
Biometrics, a Nevada corporation ("SBI" or the "Company"), has acquired all
of the outstanding and issued shares of Biometrics Security, Inc., a Nevada
corporation ("BSI") from the shareholders thereof in exchange for 38,257,675
shares of common stock of SBI (the "Acquisition"). As a result thereof, BSI
became a wholly-owned subsidiary of SBI.
The Acquisition was approved by an Action by Unanimous Written Consent
of the Board of Directors effective as of July 20, 2000. The Acquisition was
approved by a majority of the shareholders of SBI.
SBI had 12,500,000 shares of common stock issued and outstanding prior
to the Acquisition and 50,757,675 shares issued and outstanding following the
Acquisition.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
The Acquisition described above in Item 1 closed on September 30, 2000.
BSI is engaged in the business of developing, marketing and the distribution of
technologies specific to the security applications of banking and financial
instititions.
The Acquisition of BSI is deemed "significant." Accordingly, separate
pro forma statements will be filed no later than seventy five (75) days after
the consummation of the Acquisition.
ITEM 3: BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFIYNG ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
Not applicable.
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ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
Prior to the closing of the Acquisition described above in Item 1,
Michael Tomlinson and Alan Wilson resigned as directors of the Registrant.
George Gould was appointed as a director on July 19, 2000 and Ken Barr was
appointed as a director on September 29, 2000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
No financial statements are filed herewith.
(b) Pro Forma Financial Information.
The required pro forma financial information relating to the
Acquisition will be filed with the Securities and Exchange
Commission no later than seventy five (75) days after the
consummation of the Acquisition.
(c) Exhibits: None.
ITEM 8. CHANGE IN THE FISCAL YEAR
Not applicable.
ITEM 9. REGULATION FD DISCLOSURE
Not applicable.
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SIGNATURE
Pursuant to the requirements required of the Securities and Exchange
Act of 1934, the Registrant caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
SECURITY BIOMETICS, INC.
DATED: October 26, 2000 BY: /s/ GEORGE GOULD
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GEORGE GOULD
President
