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
(State or Jurisdiction of Incorporation or
Organization)
7382
(Primary Standard Industrial Classification Code
Number)
88-0426887
(I.R.S. Employer Identification No.)
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)
Shawn F. Hackman, Esq., 3360 West Sahara Avenue,
Suite 200, Las Vegas, Nevada 89102;
(702) 732-2253
(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 each class of securities to be registered
Common shares
Amount to be registered 5,000,000
Proposed maximum offering price per unit $0.004
Proposed maximum aggregate offering price $20,000.00
Amount of registration fee $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
PROSPECTUS
BEPARIKO BIOCOM
5,000,000 Shares
Common Stock
Offering Price $0.004 per Share
BEPARIKO BIOCOM, a Nevada corporation ("Company"),
is hereby offering up to 5,000,000 shares of its
$.001 par value common stock ("Shares") at an
offering price of $0.004 per Share on a "best
efforts" basis pursuant to the terms of this
Prospectus for the purpose of providing start-up and
working capital for the Company.
The Shares offered hereby are highly speculative and
involve a high degree of risk to public investors
and should be purchased only by persons who can
afford to lose their entire investment (See "Risk
Factors" on page 8).
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
Price to Underwriting Proceeds to
Public Discounts Issuer
And
Commissions
Per Share $0.004 0 $.004
Total Minimum(1)15,000 0 15,000
Total Maximum $20,000 0 $20,000
Information contained herein is subject to
completion or amendment. The registration statement
relating to the securities has been filed with the
Securities and Exchange Commission. The securities
may not be sold nor may offers to buy be accepted
prior to the time the registration statement becomes
effective. This prospectus shall not constitute an
offer to sell or the solicitation of an offer to buy
nor shall there be any sale of these securities in
any State in which such offer, solicitation or sale
would be unlawful prior to registration or
ualification under the securities laws of any such
State.
Subject to Completion, Dated _______________, 1999
THE SHARES ARE OFFERED BY THE COMPANY SUBJECT TO
PRIOR SALE, ACCEPTANCE OF THE SUBSCRIPTIONS BY THE
COMPANY AND APPROVAL OF CERTAIN LEGAL MATTERS BY
COUNSEL TO THE COMPANY.
THE COMPANY HAS THE RIGHT, IN ITS SOLE DISCRETION,
TO ACCEPT OR REJECT SUBSCRIPTIONS IN WHOLE OR IN
PART, FOR ANY REASON OR FOR NO REASON. UNTIL
_____________, 1999, ALL DEALERS EFFECTING
TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER
OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE
REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN
ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH
RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OPEN OFFER TO BUY INTO SECURITIES
OFFERED HEREBY A STATE IN WHICH, OR TO A PERSON
TRUE, IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE INFORMATION CONTAINED HEREIN
SUBSEQUENT TO THE DATE THEREOF. HOWEVER, IF A
MATERIAL CHANGE OCCURS, THIS PROSPECTUS WILL BE
AMENDED OR SUPPLEMENTED ACCORDINGLY FOR ALL EXISTING
SHAREHOLDERS, AND FOR ALL PROSPECTIVE INVESTORS WHO
HAVE NOT YET BEEN ACCEPTED AS SHAREHOLDERS IN THE
COMPANY.
THIS PROSPECTUS DOES NOT INTENTIONALLY OMIT ANY
MATERIAL FACT OR CONTAIN ANY UNTRUE STATEMENT OF
MATERIAL FACT. NO PERSON OR ENTITY HAS BEEN
AUTHORIZED BY THE COMPANY TO GIVE ANY INFORMATION OR
MAKE A REPRESENTATION, WARRANTY, COVENANT, OR
AGREEMENT WHICH IS NOT EXPRESSLY PROVIDED FOR OR
CONTAINED IN THIS PROSPECTUS; IF GIVEN OR MADE, SUCH
INFORMATION, REPRESENTATION, WARRANTY, COVENANT, OR
AGREEMENT MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED.
THE COMPANY IS NOT A REPORTING COMPANY. EACH PERSON
WHO RECEIVES A PROPSECTUS WILL HAVE AN OPPORTUNITY
TO MEET WITH REPRESENTATIVES OF THE COMPANY, DURING
NORMAL BUSINESS HOURS UPON WRITTEN OR ORAL REQUEST
TO THE COMPANY, IN ORDER TO VERIFY ANY OF THE
INFORMATION INCLUDED IN THIS PROSPECTUS AND TO
OBTAIN ADDITIONAL INFORMATION REGARDING THE COMPANY.
IN ADDITION, EACH SUCH PERSON WILL BE PROVIDED
WITHOUT CHARGE, UPON WRITTEN OR ORAL REQUEST, A COPY
OF ANY OF THE INFORMATION THAT IS INCORPORATED BY
REFERENCE IN THE PROSPECTUS AND THE ADDRESS
(INCLUDING TITLE OR DEPARTMENT) AND TELEPHONE NUMBER
TO WHICH SUCH REQUEST IS TO BE DIRECTED.
ALL OFFEREES AND SUBSCRIBERS WILL BE ASKED TO
ACKNOWLEDGE IN THE SUBSCRIPTION AGREEMENT THAT THEY
HAVE READ THIS PROSPECTUS CAREFULLY AND THOROUGHLY,
THEY WERE GIVEN THE OPPORTUNITY TO OBTAIN ADDITIONAL
INFORMATION; AND THEY DID SO TO THEIR SATISFACTION.
(1) 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 commissions are
anticipated.
(2) No sales commission will be paid in connection
with the sales of these shares.
(3) The Net Proceeds to the Company is before the
payment of certain expenses in connection with this
offering. See "Use of Proceeds."
TABLE OF CONTENTS
PAGE
PROSPECTUS SUMMARY 1
RISK FACTORS 2
USE OF PROCEEDS 3
DETERMINATION OF OFFERING PRICE 4
DILUTION 5
PLAN OF DISTRIBUTION 6
LEGAL PROCEEDINGS 7
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS 8
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS
AND MANAGEMENT 9
DESCRIPTION OF SECURITIES 10
INTEREST OF NAMED EXPERTS AND COUNSEL 11
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 12
ORGANIZATION WITHIN LAST FIVE YEARS 13
DESCRIPTION OF BUSINESS 14
PLAN OF OPERATION 15
DESCRIPTION OF PROPERTY 16
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 17
MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS 18
EXECUTIVE COMPENSATION 19
FINANCIAL STATEMENTS 20
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE 21
PROSPECTUS SUMMARY
The following summary is qualified in its entirety
by detailed information appearing elsewhere in this
prospectus ("Prospectus"). Each prospective investor
is urged to read this Prospectus, and the attached
Exhibits, in their entirety.
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 Company operates
on the calendar fiscal year. Currently, the Company
has only the principals as employees, and they will
be the only employees for the foreseeable future.
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 with
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 the industry. In
developing its service products, Bepariko will be
stressing responsiveness to the needs of its clients
through client contact and customer service.
To best impact the markets and achieve the goal of
lowering costs due to loses from fraud and theft it
was determined early on that providers needed
immediate relief from these financial burdens. It
is therefore imperative to personalize the user card
within a safe security system that eliminates the
possibility of human error. Therefore, that system
must identify the user by connecting the card to a
database system that identifies the User card owner.
The Offering
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 the
Company will be $20,000.00 less certain costs
associated with this offering. See "Use of
Proceeds." This balance will be used as working
capital for the Company.
Liquidity of Investment
Although the Shares will be "free trading," there is
no established market for the Shares and there may
not be in the future. Therefore, an investor should
consider his investment to be long-term. See "Risk
Factors, page 8."
Risk Factors
An investment in the company involved risks due in
part to no previous operating history of Company, as
well as competition in this field of business.
Also, certain potential conflicts of interest arise
due to the relationship of the Company to management
and others. See "Risk Factors, page 8."
RISK FACTORS
THE SECURITIES OFFERED HEREBY ARE HIGHLY SPECULATIVE
IN NATURE AND INVOLVE A HIGH DEGREE OF RISK. THEY
SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD
TO LOSE THEIR ENTIRE INVESTMENT. THEREFORE, EACH
PROSPECTIVE INVESTOR SHOULD, PRIOR TO PURCHASE,
CONSIDER VERY CAREFULLY THE FOLLOWING RISK FACTORS
AMONG OTHER THINGS, AS WELL AS ALL OTHER INFORMATION
SET FORTH IN THIS PROSPECTUS.
Lack of Prior Operations and Experience
The Company is newly reorganized, has no revenues
yet from operations, and has no assets. There can be
no assurance that the Company will generate revenues
in the future; and there can be no assurance that
the Company 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 profitably operate, the
Company's business will not succeed. In such event,
investors in the Shares may lose their entire cash
investment.
Dependence on Security Industry
The Company's business is influenced by the rate of
use and expansion in the Security industry.
Declines in the industry may influence the Company's
revenues adversely.
Influence of Other External Factors
Security management is a speculative venture
necessarily involving some substantial risk. There
is no certainty that the expenditures to be made by
the Company will result in commercially profitable
business. The marketability of security management
will be affected by numerous factors beyond the
control of the Company. These factors include
market fluctuations, the general state of the
economy (including the rate of inflation, and local
economic conditions), and the state of the nations
industry, all of which can affect peoples and
companies discretionary spending, while can in turn
affect the demand for security measures. Factors,
which leave less money in the hands of potential
clients of the Company, will likely have an adverse
effect on the Company. The exact effect of these
factors cannot be accurately predicted, but the
combination of these factors may result in the
Company not receiving an adequate return on invested
capital.
Regulatory Factors
Existing and possible future consumer legislation,
regulations and actions could cause additional
expense, capital expenditures, restrictions and
delays in the activities undertaken in connection
with the party planning business, the extent of
which cannot be predicted.
Competition
The Company may experience substantial competition
in its efforts to locate and attract clients. Many
competitors in these areas have greater experience,
resources, and managerial capabilities than the
Company and may be in a better position than the
Company to obtain access to attractive clientele.
There are a number of larger companies which will
directly compete with the Company. Such competition
could have a material adverse effect on the
Company's profitability.
Success of Management
Any potential investor is strongly cautioned that
the purchase of these securities should be evaluated
on the basis of: (i) the limited diversification of
the venture capital opportunities afforded to the
Company, (ii) the high-risk nature and limited
liquidity of the Company, and (iii) the Company's
ability to utilize funds for the successful
development and distribution of revenues as derived
by the revenues received by the Company's yet
undeveloped portfolio of clients, and any new
potentially profitable ventures, among other things.
The Company can offer no assurance that any
particular client and/or property under its
management contract will become successful.
Reliance on Management
The Company's success is dependent upon the hiring
of key technical personnel. None of the officers or
directors, or any of the other key personnel, has
any employment or non-competition agreement with the
Company. Therefore, there can be no assurance that
these personnel will remain employed by the Company.
Should any of these individuals cease to be
affiliated with the Company for any reason before
qualified replacements could be found, there could
be material adverse effects on the Company's
business and prospects. In addition, management has
no experience is managing companies in the same
business as the Company.
In addition, all decisions with respect to the
management of the Company will be made exclusively
by the officers and directors of the Company.
Investors will only have rights associated with
minority ownership interest rights to make
decisions, which effect the Company. The success of
the Company, to a large extent, will depend on the
quality of the directors and officers of the
Company. Accordingly, no person should invest in
the Shares unless he is willing to entrust all
aspects of the management of the Company to the
officers and directors.
Lack of Diversification
The size of the Company makes it unlikely that the
Company will be able to commit its funds to the
acquisition of any major accounts until it has a
proven track record, and the Company may not be able
to achieve the same level of diversification as
larger entities engaged in this type of business.
No Cumulative Voting
Holders of the Common Stock are not entitled to
accumulate their votes for the election of directors
or otherwise. Accordingly, the holders of a majority
of the shares present at a meeting of shareholders
will be able to elect all of the directors of the
Company, and the minority shareholders will not be
able to elect a representative to the Company's
board of directors.
Absence of Cash Dividends
The Board of Directors does not anticipate paying
cash dividends on the Shares for the foreseeable
future and intends to retain any future earnings to
finance the growth of the Company's business.
Payment of dividends, if any, will depend, among
other factors, on earnings, capital requirements,
and the general operating and financial condition of
the Company, and will be subject to legal
limitations on the payment of dividends out of paid-
in capital.
Conflicts of Interest
The officers and directors have other interests to
which they devote substantial time, either
individually or through partnerships and
corporations in which they have an interest, hold an
office, or serve on boards of directors, and each
will continue to do so notwithstanding the fact that
management time may be necessary to the business of
the Company. As a result, certain conflicts of
interest may exist between the Company and its
officers and/or directors which may not be
susceptible to resolution.
In addition, conflicts of interest may arise in the
area of corporate opportunities which cannot be
resolved through arm's length negotiations. All of
the potential conflicts of interest will be resolved
only through exercise by the directors of such
judgment as is consistent with their fiduciary
duties to the Company. It is the intention of
management, so as to minimize any potential
conflicts of interest, to present first to the Board
of Directors to the Company, any proposed
investments for its evaluation.
Investment Valuation Determined by the Board of
Directors
The Company's Board of Directors is responsible for
valuation of the Company's investments. There are a
wide range of values which are reasonable for an
investment for the Company's services. Although the
Board of Directors can adopt several methods for an
accurate evaluation, ultimately the determination of
fair value involves subjective judgment not capable
of substantiation by auditing standards.
Accordingly, in some instances it may not be
possible to substantiate by auditing standards the
value of the Company's investments. The Company's
Board of Directors will serve as the valuation
committee, responsible for valuing each of the
Company's investments. In connection with any
future distributions which the Company may make, the
value of the securities received by investors as
determined by the Board may not be the actual value
that the investors would be able to obtain even if
they sought to sell such securities immediately
after a distribution. In addition, the value of the
distribution may decrease or increase significantly
subsequent to the distributee shareholders' receipt
thereof, notwithstanding the accuracy of the Board's
evaluation.
Additional Financing May Be Required
Even if all of the 5,000,000 Shares offered hereby
are sold, the funds available to the Company 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 the Company for expansion;
and, if not available, the Company may not be able
to expand its operation as rapidly as it could if
such financing were available. The proceeds from
this Offering are expected to be sufficient for the
Company to become operational, and develop and
market its line of services. Additional financing
could possibly 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 the Company. However, the book value of
their shares would not be diluted, provided
additional shares are sold at a price greater than
that paid by investors in this offering. The
Company does not anticipate having within the next
12 months any cash flow or liquidity problems
Purchases by Affiliates
Certain officers, directors, principal shareholders
and affiliates may purchase, for investment
purposes, a portion of the Shares offered hereby,
which could, upon conversion, increase the
percentage of the Shares owned by such persons. The
purchases by these control persons may make it
possible for the Offering to meet the escrow amount.
No Assurance Shares Will Be Sold
The 5,000,000 Shares are to be offered directly by
the Company, and no individual, firm, or corporation
has agreed to purchase or take down any of the
shares. No assurance can be given that any or all
of the Shares will be sold.
Arbitrary Offering Price.
The Offering Price of the Shares bears no relation
to book value, assets, earnings, or any
other objective criteria of value. They have been
arbitrarily determined by the Company. 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.
"Best Efforts" Offering
The Shares are offered by the Company on a "best
efforts" basis, and no individual, firm or
corporation has agreed to purchase or take down any
of the offered Shares. No assurance can be given
that any or all of the Shares will be sold.
Provisions have been made to deposit in escrow the
funds received from the purchase of Shares sold by
the Company. In the event that $15,000 is not
received within one hundred twenty (120) days of the
effective date of this Prospectus, the offer will be
extended for another 120 days after which the
proceeds so collected will be refunded to investors
without deducting sales commissions or expenses.
During this escrow period, which may last up to two
hundred forty (240) days, subscribers will not have
use of nor derive benefits from their escrow funds.
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 the Company or its competitors,
variations in the Company'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.
Shares Eligible For Future Sale
All of the 750,000 Shares, which are held by
management, have been issued in reliance on the
private placement exemption under the Securities Act
of 1933, as amended ("Act"). Such Shares will not
be available for sale in the open market without
separate registration except in reliance upon Rule
144 under the Act. In general, under Rule 144 a
person (or persons whose shares are aggregated) who
has beneficially owned shares acquired in a non-
public transaction for at least on year, including
persons who may be deemed Affiliates of the Company
(as that term is defined under the Act) would be
entitled to sell within any three-month period a
number of shares that does not exceed the greater of
1% of the then outstanding shares of common stock,
or the average weekly reported trading volume on all
national securities exchanges and through NASDAQ
during the four calendar weeks preceding such sale,
provided that certain current public information is
then available. If a substantial number of the
Shares owned by management were sold pursuant to
Rule 144 or a registered offering, the market price
of the Common Stock could be adversely affected.
Forward-Looking Statements.
This Prospectus contains "forward looking
statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E
of the Securities Act of 1934, as amended, and as
contemplated under the Private Securities Litigation
Reform Act of 1995, including statements regarding,
among other items, the Company's business
strategies, continued growth in the Company's
markets, projections, and anticipated trends in the
Company's business and the industry in which it
operates. The words "believe," "expect,"
"anticipate," "intends," "forecast," "project," and
similar expressions identify forward-looking
statements. These forward-looking statements are
based largely on the Company's expectations and are
subject to a number of risks and uncertainties,
certain of which are beyond the Company's control.
The Company cautions that these statements are
further qualified by important factors that could
cause actual results to differ materially from those
in the forward looking statements, including those
factors described under "Risk Factors" and elsewhere
herein In light of these risks and uncertainties,
there can be no assurance that the forward-looking
information contained in this Prospectus will in
fact transpire or prove to be accurate. All
subsequent written and oral forward-looking
statements attributable to the Company or persons
acting on its behalf are expressly qualified in
their entirety by this section.
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 the Company'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 the 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 the Company'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 the Company 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 use 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 that
are 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 the Company'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 the Company 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
"Net tangible book value" is the amount that results
from subtracting the total liabilities and
intangible assets of an entity from its total
assets. "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 July 31, 1999, the
net tangible book value of the Company was $3,000.00
or $0.004 per Share. Giving effect to the sale by
the Company 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%
(1) Offering price before deduction of offering
expenses, calculated on a "Common Share Equivalent"
basis.
(2) The net tangible book value per share before
the offering ($0.004) is determined by dividing the
number of Shares outstanding prior to this offering
into the net tangible book value of the Company.
(3)The net tangible book value after the offering is
determined by adding the net tangible book value
before the offering to the estimated proceeds to the
Corporation from the current offering (assuming all
the Shares are subscribed), and dividing by the
number of common shares outstanding.
(4) The net tangible book value per share after the
offering ($0.004) is determined by dividing the
number of Shares that will be outstanding, assuming
sale of all the Shares offered, after the offering
into the net tangible book value after the offering
as determined in note 3 above.
(5) The Increase Attributable to purchase of stock
by new investors is derived by taking the net
tangible book value per share after the offering
($0.0046) and subtracting from it the net tangible
book value per share before the offering ($0.004)
for an increase of $__.006______.
(6) The dilution to new investors is determined by
subtracting the net tangible book value per share
after the offering ($_.0046_____) from the offering
price of the Shares in this offering ($0.004),
giving a dilution value of ($0).
(7) The Percent Dilution to new investors is
determined by dividing the Dilution to new investors
($0.0006) by the offering price per Share ($0.0004)
giving a dilution to new investors of 5.08%.
PLAN OF DISTRIBUTION
The Company 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 the Company will be
$20,000.00 if all the Shares offered are sold. No
commissions or other fees will be paid, directly or
indirectly, by the Company, or any of its
principals, 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 (see
"Use of Proceeds"). The public offering price of the
Shares will be modified, from time to time, by
amendment to this Prospectus, in accordance with
changes in the market price of the Company's common
stock. These securities are offered by the Company
subject to prior sale and to approval of certain
legal matters by counsel.
Opportunity to Make Inquiries.
The Company will make available to each Offeree,
prior to any sale of the Shares, the opportunity to
ask questions and receive answers from the Company
concerning any aspect of the investment and to
obtain any additional information contained in this
Memorandum, to the extent that the Company possesses
such 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 delivered to the
Company a Subscription Agreement, which 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 the Company. By
executing the subscription agreement, the subscriber
is agreeing that if the Subscription Agreement it is
excepted by the Company, such a subscriber will be,
a shareholder in the Company and will be otherwise
bound by the articles of incorporation and the
bylaws of the Company in the form attached to this
Prospectus.
Promptly upon receipt of subscription documents by
the Company, it will make a determination as to
whether a prospective investor will be accepted as a
shareholder in the Company. The Company may reject
a subscriber's Subscription Agreement for any
reason. Subscriptions will be rejected for failure
to conform to the requirements of this Prospectus
(such as failure to follow the proper subscription
procedure), insufficient documentation, over
subscription to the Company, or such other reasons
other as the Company determines to be in the best
interest of the Company. 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 (payable to said investor) in the
amount of said funds in the United States mail,
certified returned-receipt requested. Subscriptions
may not be revoked, cancelled, or terminated by the
subscriber, except as provided herein.
LEGAL PROCEEDINGS
The Company is not a party to any material pending
legal proceedings and, to the best of its knowledge,
no such action by or against the Company has been
threatened.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS,AND CONTROL
PERSONS
The names, ages, and respective positions of the
directors, officers, and significant employees of
the Company are set forth below. All these persons
have held their positions since May 19, 1999. There
are no other persons which can be classified as a
promoter or controlling person of the Company.
Lewis Eslick.
Mr. Eslick, age 60. 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 Travel Masters. Under his
direction he developed strategy, Pro-forma and the
structure to establish a central reservation complex
to replace Airline City Ticketing Offices utilizing
Electronic Ticket Delivery Networks (ETDN) which led
to ticket-less travel.
From 1986 to 1993 he was Chief Executive Officer of
Mirex, Inc. While serving as President of this
international consulting firm, was responsible for
several successful negotiations on behalf of Bechtel
Engineering and Minerals including the following:
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.
Attended and graduated High school in Marysville,
California.
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 the Company owned of record or beneficially
by each person who owned of record, or was known by
the Company to own beneficially, more than 5% of the
Company's Common Stock, and the name and share
holdings of each officer and director and all
officers and directors as a group.
Title of Name ofBeneficial Amount and Percent of
Class Owner Nature of Class
Beneficial
Owner
Common Stock Lewis M.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%
(1) 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.
(2) None of the Officers, Directors or existing
shareholders do not have 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:
(a) have equal ratable rights to dividends from
funds legally available therefore, when, as, and if
declared by the Board of Directors of the Company;
(b) are entitled to share ratably in all of the
assets of the Company available for distribution
upon winding up of the affairs of the Company; (c)
do not have preemptive subscription or conversion
rights and there are no redemption or sinking fund
applicable thereto; and (d) 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: (a) cumulative or special
voting rights; (b) preemptive rights to purchase in
new issues of Shares; (c) preference as to dividends
or interest; (d) preference upon liquidation; or (e)
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. See a copy of the
Articles of Incorporation, and amendments thereto,
and Bylaws of the Company, attached as Exhibit 3.1
and Exhibit 3.2, respectively, to this Form SB-2.
As of the date of this Form SB-2, the Company has
750,000 Shares of common stock outstanding.
Non-Cumulative Voting
The holders of Shares of Common Stock of the Company
do not have cumulative voting rights, which means
that the holders of more than 50% of such
outstanding Shares, voting for the election of
directors, can elect all of the directors to be
elected, if they so choose. In such event, the
holders of the remaining Shares will not be able to
elect any of the Company's directors.
Dividends
The Company does not currently intend to pay cash
dividends. The Company's proposed dividend policy is
to make distributions of its revenues to its
stockholders when the Company's Board of Directors
deems such distributions appropriate. Because the
Company 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 the Company.
A distribution of revenues will be made only when,
in the judgment of the Company's Board of Directors,
it is in the best interest of the Company's
stockholders to do so. The Board of Directors will
review, among other things, the investment quality
and marketability of the securities considered for
distribution; the impact of a distribution of the
investee's securities on its customers, joint
venture associates, management contracts, other
investors, financial institutions, and the company's
internal management, plus 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, the Company'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 the Company by means of a merger, tender
offer, proxy contest, or otherwise, and thereby to
protect the continuity of the Company's management.
If, in the due exercise of its fiduciary
obligations, for example, the Board of Directors
were to determine that a takeover proposal was not
in the Company's best interests, such shares could
be issued by the Board of Directors without
stockholder approval in one or more private
placements or other transactions that might prevent,
or render more difficult or costly, completion of
the takeover transaction by diluting the voting or
other rights of the proposed acquiror 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, or otherwise.
Transfer Agent
The Company intends to engage 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 the Company 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 (i) for any breach
of the director's duty of loyalty to the Company 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.
The By-laws provide for indemnification of the
directors, officers, and employees of the Company 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
such settlement and reimbursement as being for the
best interests of the Corporation. The Bylaws,
therefore, limit the liability of directors to the
maximum extent permitted by Nevada law (Section
78.751).
The officers and directors of the Company 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 the Company, 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 the Company in connection
with such sale or purchase, including the
misapplication by any such officer or director of
the proceeds from the sale of these securities, may
be able to recover such 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 SmartCard 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 may use for their personal identification
code, and they may selectively substitute other
fingers for his access security code.
The Company was founded for the purpose of providing
unparalleled security for access codes. Multi-
fingerprint access codes provide absolute security
in a multitude of applications. Some of the most
obvious applications are Credit Cards, Bank ATM
Cards, Identification Cards, Computer Assess, Remote
Controls, Access Controls, Military Requirements,
Automobile Locking Systems, Automobile Anti-theft Systems,
Safes, Deposits and Accounts.
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. This is only one example of the innumerable
applications of this most flexible patent license
granted Bepariko BioCom. For the first time the
cardholder is guaranteed that his card is absolutely
useless to any other person.
Remote access controls are easily adapted for such
applications as Hotel Room and Office entrances.
The system can be applied to Security Personnel and
employees who presently are required to use card
type identification.
The following are some of the most apparent ways
that Bepariko's System will be applied:
1. 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.
2. The authorized User encodes their fingerprints
onto their Credit Card with a duplicate into the
database. The card is scanned for the users credit
ability, this alerts the security systems. For the
user to consummate the purchase he must place his
selected code fingers onto the fingerprint reader.
Upon the electronic match of the fingerprints the
purchase is consummated. If there is no match, the
purchase is denied.
3. 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. The system
would also incorporate the staff of the hotel and
the food and beverage servers. 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. The guest can randomly select the finger
he desires to use at any time. This affords the
proprietor and the guest the highest degree of
security available.
4. 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.
5. 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.
6. Computer Assess 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.
7. Remote Controls governed through the use Multi-
fingerprint access codes provides absolute security
in these applications.
8. Access Controls governed through the use Multi-
fingerprint access codes provides absolute security
in these applications.
9. Military Requirements provide the possibility for
various uses of the Multi-fingerprint access coded
systems to provide absolute security in these
applications.
10. Automobile Locking Systems and Automobile Anti-
theft Systems can incorporate the Multi-fingerprint
access codes through the onboard computer already on
the automobile to provide absolute security against
theft of 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 every
industrialized Nation of the world.
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 Multi-
fingerprint Security System 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.
The key to accomplishing the difficult task of
lowering costs due to theft and fraud will be
achieved by establishing the integration of
Bepariko's Security Systems into existing databases.
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. However, this cost would be
minor when compared the savings in losses due to
theft and fraud.
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 market
place. 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 of
the Multi-Fingerprint Identification Patent Bepariko
BioCom finds it necessary to raise additional
capital.
Growth and Financial Objectives
The first year goal of Bepariko BioCom is to have a
minimum of 6 major contracts with internationally
recognized customers such in operation within the
next twelve months. Bepariko BioCom will have met
its projected goal with subsequent annual growth in
revenues equal to the projected rate of 20% per
year.
5 YEAR SALES FORECAST
(all numbers in millions)
2000 2001 2002 2003 2004
Credit Card Industry 12 17 30 55 90
Medical Insurance Cards 7 10 18 35 60
ATM Access Machines 4 6 10 15 25
Total Sales 23 33 58 105 175
Sales forecasts are based on the anticipated demand
for proven security systems in today's market place.
These forecasts do not take into account what the
demand could be if these systems were introduced
into the computer industry and the world of the
Internet
Legal Structure and Ownership
The company 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 company's to initiate a security system
for their customers. It is therefore imperative to
personalize the users 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 such as 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.
Simply, the system will operate as a security
manager that will connect users to database systems
for the purpose of authorizing use, service, or
purchases by the user. Bepariko's multi-fingerprint
recognition system will work in a similar manner to
existing systems. The information exchange
requirement between a Card Reader with its
fingerprint cradle, the Provider and the User is
known and practiced in commercial applications
currently.
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.
Target Market
The markets targeted by Bepariko include the
following: Internet access and purchases, Computer
Access systems, Cards for Medical Insurance
Coverage, Major Credit Cards, Bank ATM Cards,
Military Identification Requirement applications,
Automobile Locking Systems and Anti-theft Systems,
Welfare recipients and Social Programs and the Hotel
and Hotel and Hotel/Casino the Gaming Industry.
There are many other applications that have
presented themselves over the last few months
including Internet Gaming and Internet purchasing
wherein the User has absolute security in his Customer
Profile
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
Financial Objectives
The financial plan and analysis section of this
business plan details the projected operating
results, financial position, cash budgets, and
break-even point. Below is a chart that summarizes
the financial objectives for the five-year planning
period beginning in 1997.
Operating Performance Highlights
2000 2001 2002 2003 2004
Net Sales $144 $173 $208 $249 $298
Gross Profit $130 $156 $188 $224 $269
Net Income $ 74 $ 94 $120 $145 $179
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.
The Company will seek out joint venture partners or
merger/acquisition candidates to assist it in
furthering its business plans.
Projected Market Growth and Market Share Objectives
Bepariko's sales goals are modest with a target of 6
customers by the end of year one. It is estimated
that Bepariko's market share is only a very small
portion of the existing market, but the potential
market for the use of Bepariko's Patent is worldwide
in vertical applications from government to the
private sectors. Annual growth is assumed to be at
least at the national projection of 20% for each of
the next five years. These goals seem to be modest
and achievable when compared with the customer list
of potential clients.
Marketing Plan
Creating and Maintaining Customers
Bepariko BioCom will attract its customer base by
providing total privacy and absolute security for
its clients. Bepariko BioCom 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 BioCom. Those customers will recommend
Bepariko BioCom 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 ANDRELATED 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
(a) No officer or director of the Company is
receiving any remuneration at this time.
(b) 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.
(c) 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 Exhibit 99.1 to this
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 (or declined to stand for
reelection) nor been dismissed. The independent
accountant for the Company is Barry L. Friedman.
Mr. Friedman was engaged by the Company on or about
June 24, 1999.
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
None
EXHIBITS
The Exhibits required by Item 601 of Regulation S-B,
and an index thereto, are attached.
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:
(i) Include any prospectus required by
section 10(a)(3) of the Securities Act;
(ii) 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.
(iii) 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.
(d) 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.
(e) 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.
TABLE OF CONTENTS
PAGE #
INDEPENDENT AUDITORS REPORT 1
ASSETS 2
LIABILITIES AND STOCKHOLDERS' EQUITY 3
STATEMENT OF OPERATIONS 4
STATEMENT OF STOCKHOLDERS' EQUITY 5
STATEMENT OF CASH FLOWS 6
NOTES TO FINANCIAL STATEMENTS 7-11
INDEPENDENT AUDITORS' REPORT
Board of Directors June 24, 1999
Bepariko BioCom
Las Vegas, Nevada
I have audited the accompanying Balance Sheets of
Bepariko BioCom (A Development Stage Company), as of
June 15, 1999, and the December 31, 1998, and
December 31, 1997, and the related statements of
operations, stockholders' equity and cash flows for
the period January 1, 1999, to June 15, 1999, and
the year ended December 31, 1998, and the period
April 2, 1997 (inception), to December 31, 1997.
These financial statements are the responsibility of
the Company's management. My responsibility is to
express an opinion on these financial statements
based on my audit.
I conducted my audit in accordance with generally
accepted auditing standards. Those standards require
that we plan and perform the audit to obtain
reasonable assurance about whether the financial
statements are free of material misstatement. An
audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the
financial statements. An audit also includes
assessing the accounting principles used and
significant estimates made by management, as well as
evaluating the overall financial statement
presentation. I believe that my audit provides a
reasonable basis for my opinion.
In my opinion, the financial statements referred to
above present fairly, in all material respects, the
financial position of Bepariko BioCom (A Development
Stage Company), as of June 15, 1999, December 31,
1998, and December 31, 1997, and the results of its
operations and cash flows for the for the period
January 1, 1999, to June 15, 1999, and the year
ended December 31, 1998, and the period April 2,
1997 (inception), to December 31, 1997, in
conformity with generally accepted accounting
principles.
The accompanying financial statements have been
prepared assuming the Company will continue as a
going concern. As discussed in Note #5 to the
financial statements, the Company has suffered
recurring losses from operations and has no
established source of revenue. This raises
substantial doubt about its ability to continue as a
going concern. Management's plan in regard to these
matters is described in Note #5. These financial
statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/Barry L. Friedman
Barry L. Friedman
Certified Public Accountant
1582 Tulita Drive
Las Vegas, NV 89123
(702) 361-8414
Bepariko BioCom
(A Development Stage Company)
BALANCE SHEET
ASSETS
June 15 December December
1999 31, 1998 31, 1997
CURRENT ASSETS 0 0 0
TOTAL CURRENT ASSETS 0 0 0
OTHER ASSETS
Organization Costs (Net) 83 98 128
TOTAL OTHER ASSETS 83 98 128
TOTAL ASSETS 83 98 128
See accompanying notes to financial statements &
audit report
Bepariko BioCom
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
June 15, December December
1999 31, 1998 31, 1997
CURRENT LIABILITIES
Officers Advances
(Note #5) $350 $0 $0
TOTAL CURRENT
LIABILITIES $350 $0 $0
STOCKHOLDERS'
EQUITY: (Note #4)
Preferred Stock Par
Value $0.001
Authorized 10,000,000
shares Issued and
outstanding at
June 15, 1999-
None $0 $0 $0
Common stock
Par value $0.001
Authorized 100,000,000
shares Issued and
outstanding at
December 31, 1997-
750,000 shares 750
December 31, 1998 750
750,000 shares
June 15, 1999
750,000 shares 750
Additional Paid-In
Capital 17,324 17,324 17,324
Deficit accumulated
during Development
stage -18,341 -17,976 -17,946
TOTAL STOCKHOLDERS'
EQUITY 83 98 128
TOTAL LIABILITIES
AND STOCKHOLDERS'
EQUITY: 83 98 128
See accompanying notes to financial statements &
audit report
Bepariko BioCom
(A Development Stage Company)
STATEMENT OF OPERATIONS
Jan 1, Year Apr 2 Apr 2
1999 Ended 1997 1997
to Dec 31 to Inception
Jun 15 1998 Dec 31 to Jun 15
1999 1997 1999
INCOME:
Revenue $0 $0 $0 $0
EXPENSES:
General,Selling
and Administrative $350 $0 $17,924 $18,274
Amortization 15 30 22 67
TOTAL EXPENSES $365 $30 $17,946 $18,341
NET PROFIT/LOSS (-) $-365 $-30 $-17,946 $-18,341
Net Profit/Loss(-)
per weighted share
(Note 1): $-.0005 $NIL $-.0239 $-.0245
Weighted average
Number of common
shares
outstanding: 750,000 750,000 750,000 750,000
See accompanying notes to financial statements &
audit report
Bepariko BioCom
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Additional Accumu-
Common Stock paid-in lated
Shares Amount Capital Deficit
July 24, 1997
Issued for Cash 750,000 $750 $17,324 $0
Net loss April 2,
1997 to December
31, 1997 -17,946
Balance,
December 31, 1997 750,000 $750 $17,324 $-17,946
Net Loss Year
Ended December
31, 1998 -30
Balance,
December 31, 1998 750,000 750 17,324 -17,976
Net Loss
January 1, 1999
to June 15, 1999 -365
Balance, June 15,
1999 750,000 $750 $17,324 $-18,341
See accompanying notes to financial statements &
audit report
Bepariko BioCom
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Jan. 1 Year Apr 2 Apr 2 1997
1999 to Ended 1997 to Inception
Jun 15 Dec 31 Dec 31 to Jun 15
1999 1998 1997 1999
Cash Flows from
Operating Activities
Net Loss $-365 $-30 $-17,946 $-18,341
Adjustment to
Reconcile net loss
Amortization +15 +30 +22 +67
To net cash
provided by operating
Activities
Changes in assets and
Liabilities
Organization Costs 0 0 -150 -150
Increase In Current
Liabilities +350 0 0 +350
Net cash used in
Operating activities 0 0 -18,074 -18,074
Cash Flows from
Investing Activities 0 0 0 0
Cash Flows from
Financing Activities
Issuance of Common
Stock for Cash 0 0 0 +18,074
Net Increase (decrease) 0 0 0 +0
Cash,Beginning of
period 0 0 0 0
Cash, End of Period 0 0 0 0
See accompanying notes to financial statements &
audit report
Bepariko BioCom
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 15, 1999, December 31, 1998, and December 31,
1997
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized April 2, 1997, under the
laws of the State of Nevada as Bepariko BioCom The
Company currently has no operations and in
accordance with SFAS #7, is considered a development
company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the
accrual method.
Estimates
The preparation of financial statements in
conformity with generally accepted accounting
principles requires management to make estimates and
assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial
statements and the reported amounts of revenue and
expenses during the reporting period. Actual results
could differ from those estimates.
Cash and equivalents
The Company maintains a cash balance in a non-
interest-bearing bank that currently does not exceed
federally insured limits. For the purpose of the
statements of cash flows, all highly liquid
investments with the maturity of three months or
less are considered to be cash equivalents. There
are no cash equivalents as of June 15, 1999.
Income Taxes
Income taxes are provided for using the liability
method of accounting in accordance with Statement of
Financial Accounting Standards No. 109 (SFAS #109)
"Accounting for Income Taxes". A deferred tax asset
or liability is recorded for all temporary
difference between financial and tax reporting.
Deferred tax expense (benefit) results from the net
change during the year of deferred tax assets and
liabilities.
Organization Costs
Costs incurred to organize the Company are being
amortized on a straight-line basis over a sixty-
month period.
Loss Per Share
Net loss per share is provided in accordance with
Statement of Financial Accounting
Standards No. 128 (SFAS #128) "Earnings Per Share".
Basic loss per share is computed by dividing losses
available to common stockholders by the weighted
average number of common shares outstanding during
the period. Diluted loss per share reflects per
share amounts that would have resulted if dilative
common stock equivalents had been converted to
common stock. As of June 15, 1999, the Company had
no dilative common stock equivalents such as stock
options.
Year End
The Company has selected December 31st as its fiscal
year-end.
Year 2000 Disclosure
Computer programs that have time sensitive software
may recognize a date using "00" as the year 1900
rather than the year 2000. This could result in a
system failure or miscalculations causing disruption
of normal business activities.
The company's potential software suppliers have
verified that they will provide only certified "Year
2000" compatible software for all of the company's
computing requirements. Because the company's
products and services are sold to the general public
with no major customers, the company believes that
the "Year 2000" issue will not pose significant
operational problems and will not materially affect
future financial results.
NOTE 3 - INCOME TAXES
There is no provision for income taxes for the
period ended December 31, 1998, due to the net loss
and no state income tax in Nevada, the state of the
Company's domicile and operations. The Company's
total deferred tax asset as of December 31, 1998, is
as follows:
Net operation loss carry forward $17,976
Valuation allowance $17,976
Net deferred tax asset 0
The federal net operating loss carry forward will
expire in 2017 to 2018.
NOTE 4 - STOCKHOLDERS' EQUITY
Common Stock
The authorized common stock of the corporation
consists of 100,000,000, shares with a par value
$.001 per share.
Preferred Stock
The authorized preferred stock of the corporation
consists of 10,000,000 shares with a par value of
$0.001 per share.
On July 24, 1997, the Company issued 750,000 shares
of its $0.001 par value common stock in
consideration of $750.00 in cash to its directors.
NOTE 5 - GOING CONCERN
The Company's financial statements are prepared
using generally accepted accounting principles
applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities
in the normal course of business. However, the
Company does not have significant cash or other
material assets, nor does it have an established
source of revenues sufficient to cover its operating
costs and to allow it to continue as a going
concern. The stockholders/officers and or directors
have committed to advancing the operating costs of
the Company interest free.
NOTE 6 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or
personal property. An officer of the corporation
provides office services without charge. Such costs
are immaterial to the financial statements and
accordingly, have not been reflected therein. The
officers and directors of the Company are involved
in other business activities and may in the future,
become involved in other business opportunities. If
a specific business opportunity becomes available,
such persons may face a conflict in selecting
between the Company and their other business
interests. The Company has not formulated a policy
for the resolution of such conflicts.
NOTE 7 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to
acquire any additional share of common stock.
To Whom It May Concern: June 24, 1999
The firm of Barry L. Friedman, P.C., Certified
Public Accountant consents to the inclusion of their
report of June 24, 1999, on the Financial Statements
of Bepariko BioCom, as of June 15, 1999, in any
filings that are necessary now or in the near future
with the U.S. Securities and Exchange Commission.
Very truly yours,
/s/Barry L. Friedman
Barry L. Friedman
Certified Public Accountant
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 attorney0in-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
Lewis M. Eslick President (Principal August 4, 1999
Executive Officer)
and Director
/s/ Paul Eslick
Paul Secretary and Director August 4, 1999
/s/ Patsy Harding
Patsy Harding Treasurer (Principal August 4, 1999
Financial and Accounting
Officer)
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:
(a) 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;
(b) 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;
(c) The Corporation shall have power to sue and be
sued in any court of law or equity;
(d) The Corporation shall have power to make
contracts
(e) 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;
(f) The corporation shall have power to appoint
such officers and agents as the affairs of the
Corporation shall requite and allow them suitable
compensation;
(g) 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;
(h) The Corporation shall have the power to wind up
and dissolve itself, or be wound up or dissolved;
(i) 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;
(j) 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;
(k) 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;
(l) 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;
(m) 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;
(n) The Corporation shall have the power to do all
and everything necessary and proper for the
accomplishment of the objects enumerated in its
articles of incorporation, or any amendments
thereof, or necessary or incidental to the
protection and benefit of the Corporation and, in
general, to carry on any lawful business necessary
or incidental to the attainment of the purposes of
the Corporation, whether or not such business is
similar in nature to the purposes set forth in the
articles of incorporation of the Corporation, or any
amendment thereof;
(o) The Corporation shall have the power to make
donations for the public welfare or for charitable,
scientific or educational purposes;
(p) The Corporation shall have the power to enter
partnerships, general or limited, or joint ventures,
in connection with any lawful activities.
Forth: Capital Stock
1. Classes and Number of Shares. The total number
of shares of all classes of stock, which the
corporation shall have authority to issue is One
Hundred Ten Million (110,000,000), consisting of One
Hundred Million (100,000,000) shares of Common
Stock, par value of $0.001 per share (The "Common
Stock") and Ten Million (10,000,000) shares of
Preferred Stock, which have a par value of $0.001
per share (the "Preferred Stock").
2. Powers and Rights of Common Stock
(a) Preemptive Right. No shareholders of the
Corporation holding common stock shall have any
preemptive or other right to subscribe for any
additional un-issued or treasury shares of stock or
for other securities of any class, or for rights,
warrants or options to purchase stock, or for scrip,
or for securities of any kind convertible into stock
or carrying stock purchase warrants or privileges
unless so authorized by the Corporation;
(b) Voting Rights and Powers. With respect to all
matters upon which stockholders are entitled to vote
or to which stockholders are entitled to give
consent, the holders of the outstanding shares of
the Common Stock shall be entitled to cast thereon
one (1) vote in person or by proxy for each share of
the Common Stock standing in his/her name;
(c) Dividends and Distributions
(i) Cash Dividends. Subject to the rights of
holders of Preferred Stock, holders of Common Stock
shall be entitled to receive such cash dividends as
may be declared thereon by the Board of Directors
from time to time out of assets of funds of the
Corporation legally available therefor;
(ii) Other Dividends and Distributions. The Board
of Directors may issue shares of the Common Stock in
the form of a distribution or distributions pursuant
to a stock dividend or split-up of the shares of the
Common Stock;
(iii) Other Rights. Except as otherwise required by
the Nevada Revised Statutes and as may otherwise be
provided in these Articles of Incorporation, each
share of the Common Stock shall have identical
powers, preferences and rights, including rights in
liquidation;
3. Preferred Stock The powers, preferences, rights,
qualifications, limitations and restrictions
pertaining to the Preferred Stock, or any series
thereof, shall be such as may be fixed, from time to
time, by the Board of Directors in its sole
discretion, authority to do so being hereby
expressly vested in such board.
4. Issuance of the Common Stock and the Preferred
Stock. The Board of Directors of the Corporation may
from time to time authorize by resolution the
issuance of any or all shares of the Common Stock
and the Preferred Stock herein authorized in
accordance with the terms and conditions set forth
in these Articles of Incorporation for such
purposes, in such amounts, to such persons,
corporations, or entities, for such consideration
and in the case of the Preferred Stock, in one or
more series, all as the Board of Directors in its
discretion may determine and without any vote or
other action by the stockholders, except as
otherwise required by law. The Board of Directors,
from time to time, also may authorize, by
resolution, options, warrants and other rights
convertible into Common or Preferred stock
(collectively "securities.") The securities must be
issued for such consideration, including cash,
property, or services, as the Board or Directors may
deem appropriate, subject to the requirement that
the value of such consideration be no less than the
par value if the shares issued. Any shares issued
for which the consideration so fixed has been paid
or delivered shall be fully paid stock and the
holder of such shares shall not be liable for any
further call or assessment or any other payment
thereon, provided that the actual value of such
consideration is not less that the par value of the
shares so issued. The Board of Directors may issue
shares of the Common Stock in the form of a
distribution or distributions pursuant to a stock
divided or split-up of the shares of the Common
Stock only to the then holders of the outstanding
shares of the Common Stock.
5. Cumulative Voting. Except as otherwise required
by applicable law, there shall be no cumulative
voting on any matter brought to a vote of
stockholders of the Corporation.
Fifth: Adoption of Bylaws.
In the furtherance and not in limitation of the
powers conferred by statute and subject to Article
Sixth hereof, the Board of Directors is expressly
authorized to adopt, repeal, rescind, alter or amend
in any respect the Bylaws of the Corporation (the
"Bylaws").
Sixth: Shareholder Amendment of Bylaws.
Notwithstanding Article Fifth hereof, the bylaws may
also be adopted, repealed, rescinded, altered or
amended in any respect by the stockholders of the
Corporation, but only by the affirmative vote of the
holders of not less than seventy-five percent (75%)
of the voting power of all outstanding shares of
voting stock, regardless of class and voting
together as a single voting class.
Seventh: Board of Directors
The business and affairs of the Corporation shall be
managed by and under the direction of the Board of
Directors. Except as may otherwise be provided
pursuant to Section 4 or Article Forth hereof in
connection with rights to elect additional directors
under specified circumstances, which may be granted
to the holders of any class or series of Preferred
Stock, the exact number of directors of the
Corporation shall be determined from time to time by
a resolution of the Board of Directors. The number
of directors shall not be reduced to less than three
(3) if there are more than two shareholders. The
director holding office at the time of the filing of
these Articles of Incorporation shall continue as a
director until the next annual meeting and/or until
his resignation or his successor is duly chosen.
Eighth: Term of Board of Directors.
Except as otherwise required by applicable law, each
director shall serve for a term ending on the date
of the third Annual Meeting of Stockholders of the
Corporation (the "Annual Meeting") following the
Annual Meeting at which such director was elected.
All directors shall have equal standing.
Not withstanding the foregoing provisions of this
Article Eighth each director shall serve until his
successor is elected and qualified or until his
death, resignation or removal; no decrease in the
authorized number of directors shall shorten the
term of any incumbent director; and additional
directors, elected pursuant to Section 4 or Article
Forth hereof in connection with rights to elect such
additional directors under specified circumstances,
which may be granted to the holders of any class or
series of Preferred Stock, shall not be included in
any class, but shall serve for such term or terms
and pursuant to such other provisions as are
specified in the resolution of the Board or
Directors establishing such class or series
Ninth: Vacancies on Board of Directors
Except as may otherwise be provided pursuant to
Section 4 of Article Forth hereof in connection with
rights to elect additional directors under specified
circumstances, which may be granted to the holders
of any class or series of Preferred Stock, newly
created directorships resulting from any increase in
the number of directors, or any vacancies on the
Board of Directors resulting from death,
resignation, removal, or other causes, shall be
filled solely by the quorum of the Board of
Directors. Any director elected in accordance with
the preceding sentence shall hold office for the
remainder of the full term of directors in which the
new directorship was created or the vacancy occurred
and until such director's successor shall have been
elected and qualified or until such director's
death, resignation or removal, whichever first
occurs.
Tenth: Removal of Directors
Except as may otherwise be provided pursuant to
Section 4 or Article Fourth hereof in connection
with rights to elect additional directors under
specified circumstances, which may be granted to the
holders of any class or series of Preferred Stock,
any director may be removed from office only for
cause and only by the affirmative vote of the
holders of not less than seventy-five percent (75%)
of the voting power of all outstanding shares of
voting stock entitled to vote in connection with the
election of such director, provided, however, that
where such removal is approved by a majority of the
Directors, the affirmative vote of a majority of the
voting power of all outstanding shares of voting
stock entitled to vote in connection with the
election of such director shall be required for
approval of such removal. Failure of an incumbent
director to be nominated to serve an additional term
of office shall not be deemed a removal from office
requiring any stockholder vote.
Eleventh: Stockholder Action
Any action required or permitted to be taken by the
stockholders of the Corporation must be effective at
a duly called Annual Meeting or at a special meeting
of stockholders of the Corporation, unless such
action requiring or permitting stockholder approval
is approved by a majority of the Directors, in which
case such action may be authorized or taken by the
written consent of the holders of outstanding shares
of Voting Stock having not less than the minimum
voting power that would be necessary to authorize or
take such action at a meeting of stockholders at
which all shares entitled to vote thereon were
present and voted, provided all other requirements
of applicable law these Articles have been
satisfied.
Twelfth: Special Stockholder Meeting
Special meetings of the stockholders of the
Corporation for any purpose or purposes may be
called at any time by a majority of the Board of
Directors or by the Chairman of the Board or the
President. Any other person or persons may not call
special meeting. Each special meeting shall be held
at such date and time as is requested by the person
or persons calling the meeting, within the limits
fixed by law.
Thirteenth: Location of Stockholder Meetings.
Meetings of stockholders of the Corporation may
be held within or without the State of Nevada, as
the Bylaws may provide. The books of the Corporation
may be kept (subject to any provision of the Nevada
Revised Statutes) outside the State of Nevada at
such place or places as may be designated from time
to time by the Board of Directors or in the Bylaws.
Fourteenth: Private Property of Stockholders.
The private property of the stockholders shall not
be subject to the payment of corporate debts to any
extent whatever and the stockholders shall not be
personally liable for the payment of the
corporation's debts.
Fifteenth: Stockholder Appraisal Rights in Business
Combinations.
To the maximum extent permissible under the Nevada
Revised Statutes of the State of Nevada, the
stockholders of the Corporation shall be entitled to
the statutory appraisal rights provided therein,
with respect to any business Combination involving
the Corporation and any stockholder (or any
affiliate or associate of any stockholder), which
required the affirmative vote of the Corporation's
stockholders.
Sixteenth: Other Amendments.
The Corporation reserves the right to adopt, repeal,
rescind, alter or amend in any respect any provision
contained in these Articles of Incorporation in the
manner now or hereafter prescribed by applicable law
and all rights conferred on stockholders herein
granted subject to this reservation.
Seventeenth: Term of Existence.
The Corporation is to have perpetual existence.
Eighteenth: Liability of Directors.
No director of this Corporation shall have personal
liability to the Corporation or any of its
stockholders for monetary damages for breach of
fiduciary duty as a director or officers involving
any act or omission of any such director or officer.
The foregoing provision shall not eliminate or limit
the liability of a director (i) for any breach of
the director's duty of loyalty to the Corporation or
its stockholders, (ii) for acts or omissions not in
good faith or, which involve intentional misconduct
or a knowing violation of law, (iii) under
applicable Sections of the Nevada Revised Statutes,
(iv) the payment of dividends in violation of
Section 78.300 of the Nevada Revised Statutes or,
(v) for any transaction from which the director
derived an improper personal benefit. Any repeal or
modification of this Article by the stockholders of
the Corporation shall be prospective only and shall
not adversely affect any limitation on the personal
liability of a director or officer of the
Corporation for acts or omissions prior to such
repeal or modification.
Nineteenth: Name and Address of first Director and
Incorporator
The name and address of the Incorporator of the
Corporation and the first Director of the Board of
Directors of the Corporation which shall be one (1)
in number. The Board of Directors may from time to
time increase the number of directors by Board
resolution. At no time shall the director's number
less than three if there are more than two
shareholders. The name and address of the
Incorporator is as follows:
Leslie Eslick
6425 Meadow Country Dr.
Reno, Nevada 89509
I, Leslie Eslick, being the first director and
Incorporator herein before named, for the purpose of
forming a corporation pursuant to the Nevada Revised
Statutes of the State of Nevada, do make these
Articles, hereby declaring and certifying that this
is my act and deed and the facts herein stated are
true and accordingly have hereunto set my hand this
31st day of March, 1997.
By: _______________________________
Leslie Eslick
Verification
State Of Nevada }
} SS
County Of Clark }
On this 31st day of March 1997, before me, the
undersigned, a Notary Public in and for said State,
personally appeared Leslie Eslick personally known
to me (or proved to me on the basis of satisfactory
evidence) to be the person who subscribed his name
to the Articles of Incorporation and acknowledged to
me that he executed the same freely and voluntarily
and for the use and purposes therein mentioned.
By: _______________________________
Notary Public in and for said
County and State
EXHIBIT 2
By laws
of
Bepariko BioCom
Nevada Registration Number C-7097-1997
(the "Corporation")
Article I
Office
The Board of Directors shall designate and the
Corporation shall maintain a principal office. The
location of the principal office may be changed by
the Board of Directors. The Corporation also may
have offices in such other places as the Board may
from time to time designate. The location of the
initial principal office of the Corporation shall be
designated by resolution.
Article II
Shareholders Meetings
1. Annual Meetings
The annual meeting of the shareholders of the
Corporation shall be held at such place within or
without the State of Nevada as shall be set forth in
compliance with these Bylaws. The meeting shall be
held in the first Week of December each year, or
such other date as the Shareholders may designate
form time to time. If such day is a legal holiday,
the meeting shall be on the next business day. This
meeting shall be for the election of Directors and
for the transaction of such other business as may
properly come before it.
2. Special Meetings
Special meetings of shareholders, other than those
regulated by statute, may be called by the President
upon written request of the holders of 50% or more
of the outstanding shares entitled to vote at such
special meeting. Written notice of such meeting
stating the place, the date and hour of the meeting,
the purpose or purposes for which it is called, and
the name of the person by whom or at whose direction
the meeting is called shall be given.
3. Notice of Shareholders Meeting
The Secretary shall give written notice stating
the place, day, and hour of the meeting, and in the
case of a special meeting, the purpose or purposes
for which the meeting is called, which shall be
delivered not less than ten or more than fifty days
before the date of the meeting, either personally or
by mail to each shareholder of record entitled to
vote at such meeting.
If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail,
addressed to the shareholder at his address as it
appears on the books of the Corporation, with
postage thereon prepaid. Attendance at the meeting
shall constitute a waiver of notice thereof.
4. Place of Meeting
The Board of Directors may designate any place,
either within or without the State of Nevada, as the
place of meeting for any annual meeting or for any
special meeting called by the Board of Directors. A
waiver of notice signed by all shareholders entitled
to vote at a meeting may designate any place, either
within or without the State of Nevada, as the place
for the holding of such meeting. If no designation
is made, or if a special meeting is otherwise
called, the place of meeting shall be the principal
office of the Corporation.
5. Record Date
The Board of Directors may fix a date not less than
ten nor more than fifty days prior to any meeting as
the record date for the purpose of determining
shareholders entitled to notice of and to vote at
such meetings of the shareholders. The transfer
books may be closed by the Board of Directors for a
stated period not to exceed fifty days for the
purpose of determining shareholders entitled to
receive payment of and dividend, or in order to make
a determination of shareholders for any other
purpose.
6. Quorum
A majority of the outstanding shares of the
Corporation entitled to vote, represented in person
or by proxy, shall constitute a quorum at a meeting
of shareholders. If less than a majority of the
outstanding shares are represented at a meeting, a
majority of the shares so represented may adjourn
the meeting from time to time without further
notice. At a meeting resumed after any such
adjournment at which a quorum shall be present or
represented any business may be transacted, which
might have been transacted at the meeting as
originally, noticed.
7. Voting
A holder of outstanding shares, entitled to vote at
a meeting, may vote at such meeting in person or by
proxy. Except as may otherwise be provided in the
currently filed Articles of Incorporation, every
shareholder shall be entitled to one vote for each
share standing in his name on the record of
shareholders. Except as herein or in the currently
filed Articles of Incorporation otherwise provided,
all corporate action shall be determined by a
majority of the votes cast at a meeting of
shareholders by the holders of shares entitled to
vote thereon.
8. Proxies
At all meeting of shareholders, a shareholder may
vote in person or by proxy executed in writing by
the shareholder or by his duly authorized attorney-
in-fact. Such proxy shall be filed with the
Secretary of the Corporation before or at the time
of the meeting. No proxy shall be valid after six
months from the date of it's execution.
9. Informal Action by Shareholders
Any action required to be taken at a meeting of the
shareholders, may be taken without a meeting if a
consent in writing, setting forth the action so
taken, shall be signed by a majority of the
shareholders entitled to vote with respect to the
subject matter thereof.
Article III
Board Of Directors
1. General Powers
The business and affairs of the Corporation shall be
managed by 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 nd
may be varied by resolution of the Board of Directors.
Article XI
Dividends
The Board of Directors may at any regular or special
meeting, as they deem advisable, declare dividends
payable out of the surplus of the Corporation.
Article XII
Corporate Seal
The seal of the Corporation shall be in the form of
a circle and shall bear the name of the Corporation
and the year of incorporation per sample affixed
hereto.
Monday, April 7, 1997
Bepariko BioCom
By:______________________________________
Lewis M. Eslick, President